Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule contains a listing of all of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (aSchedule 3(v) Section 4.12 of attached hereto contains a complete and accurate list, and the Company Disclosure Schedule contains a listing of all of has made available to the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):Purchaser true and complete copies, of: (i) each Applicable Contract (as defined below) that the Company reasonably anticipates will involve annual payments involves performance of services or consideration furnished by delivery of goods or to the Company materials of an amount or any value in excess of its Subsidiaries of more than $50,00025,000; (ii) each Applicable Contract relating to Indebtedness, including that was not entered into in the borrowing ordinary course of money, business or mortgaging, pledging is not cancelable by the Company or otherwise placing a Lien on any assets subsidiary of the Company with no penalty upon advance notice of 30 days or less and that involves expenditures or receipts of the Company or any its subsidiaries in excess of its Subsidiaries$5,000; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property; property (v) each Contract providing for any royalty, milestone except personal property leases and installment and conditional sales agreements having a value per item or similar aggregate payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement less than $5,000 and with a third party; (vii) each Contract requiring capital expenditures after the date terms of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other less than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settledone year); (xiiiv) each joint venture, partnership, and other Applicable Contract which contains any provisions with ongoing obligations requiring the Company (however named) involving a sharing of profits, losses, costs, or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into liabilities by the Company or any of its Subsidiaries subsidiaries with any Affiliate other person or entity; (v) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or with any current affiliate of the foregoing or former officer, director or stockholder limit the freedom of any of the Company and its subsidiaries or any affiliate of its Subsidiaries the foregoing to engage in any line of business or to compete with any Affiliate thereofperson or entity; (xvvi) each Contract relating to grants, funding employment or other forms consulting agreement of assistance received by the Company or any of and its Subsidiaries from any Governmental Authoritysubsidiaries; (xvivii) each Applicable Contract relating the researchproviding for payments to or by any person or entity based on sales, developmentpurchases, clinical trialor profits, manufacturing, distribution, supply, marketing or co-promotion other than direct payments for goods; (viii) each power of attorney executed by any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company and its subsidiaries that is currently effective and outstanding; (ix) each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its Subsidiariessubsidiaries to be responsible for consequential damages; (x) each Applicable Contract for capital expenditures in excess of $25,000; (xi) each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and (xviixii) each Contract pursuant to which the Company amendment, supplement, and modification (whether oral or written) in respect of any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyforegoing. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Section 4.12 4.13(a) of the Disclosure Letter lists and the Company Disclosure Schedule contains a listing made available to Parent prior to the date hereof copies of all each of the following Contracts (and all amendments, modifications and supplements thereto) to which the any Acquired Company or any of its Subsidiaries is a party or otherwise has by which any remaining rights of their respective properties or obligations assets are bound (other than Company Benefit Plans covering more than one individualnotwithstanding anything herein, “Material Contract” shall not include any Contract that (1) will be fully performed and satisfied on or prior to the Closing, (2) is a Ground Lease or (3) is an Organizational Document): (i) each Contract that any Contracts with any director, manager or officer or Affiliate of the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000Company; (ii) each Contract any Contracts evidencing, governing or relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company Debt or any guarantee by any Acquired Company of its Subsidiariesany other Person in excess of $750,000, other than the Loan Documents; (iii) each Contract for any Contracts that reflect transactions, other than in the acquisition ordinary course of any Person business, that involve expenditures, in cash or any business division thereof or the disposition other form of any material assets consideration, in excess of the Company or any of its Subsidiaries$1,000,000; (iv) each leaseexcept for the Loan Documents, rental the Franchise Agreements, the Management Agreement Documents and Organization Documents, any Contracts that in any way purport to restrict the business activity of any Acquired Company or occupancy any of their Affiliates, or to limit the freedom of any Acquired Company or any of their Affiliates to engage in any line of business or to compete with any Person or in any geographic area or to hire or retain any Person, except for customary restrictions imposed by localities as a condition to approval of the Acquired Companies’ development projects; (v) any Contracts that provide an obligation to fund or make any investment in (whether in the form of a loan, capital contribution or otherwise) any Subsidiary of any of the Acquired Companies, or other Person (other than any Organizational Document); (vi) any Contracts providing for any indemnification obligations in effect for any current or former officer, director, trustee or employee; (vii) any Contracts evidencing any employment agreements, severance, change in control or termination agreements with any officer, director, trustee or employee; (viii) any Contracts (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities or (C) providing any of the Acquired Companies with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (ix) any Contracts relating to any currency hedging; (x) any Contracts containing “standstill” or similar provisions; (xi) any Contracts (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body, except for those instruments or documents entered into by the Acquired Companies in the ordinary course of their respective businesses, the absence of which would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies; (xii) any Contracts requiring that any of the Acquired Companies give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xiii) relating to collective bargaining or other agreement or understanding with a labor union or labor organization; (xiv) any Contracts relating to the sale or exchange of, or option to sell or exchange, any real property, or to the purchase or exchange of, or option to purchase or exchange, any real property license, installment and conditional sale agreement in respect of future or other Contract thatexisting transactions (including transactions that have not been consummated), in each case, provides for having value of more than $500,000; (xv) any Contracts relating to the ownership of, leasing of, title to, use development or construction of, or any leasehold additions or other interest in expansions to, any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, property that would involve the Company or expenditure by any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount Acquired Companies in excess of $20,0001,000,000; (viiixvi) each Contract any Loan Documents; (xvii) any Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of $1,000,000; (xviii) any Contracts relating to the operations of the Properties, other than the Franchise Agreements, to all material advertising and marketing agreements, and credit card agreements, that involve annual expenditures in excess of $500,000 per Property location; (xix) any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly owned Subsidiary of the Company Company; (xx) any Contracts other than in connection with the Franchise Agreements, the Management Agreement Documents or the Loan Documents under which any of its Subsidiaries is subject to noncompetition or non-solicitation the Acquired Companies has continuing indemnification obligations (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate potential liability of the Company or with Acquired Companies under any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed outpurchase price adjustment that, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, no event has occurred which, individually or together with other eventscase, would reasonably be expected to result in future payments of more than $1,000,000; (xxi) any Contract relating to the settlement or proposed settlement of any Legal Proceeding, which involves the issuance of equity securities or the payment of an amount, in any such case, having a breach value of more than $1,000,000; (xxii) other than the Franchise Agreements and Management Agreement Documents, any license, royalty or other Contract concerning material Intellectual Property; and (xxiii) any Contract (other than Contracts referenced in clauses (i) through (xxii) of this Section 4.13(a)) which by its terms calls for payments in excess of $1,000,000. Each of the foregoing is a “Material Contract.” (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies, (A) none of the Acquired Companies has received any written claim of default under any such Material Contract and (B) to the knowledge of the Company Parties: (i) none of the Acquired Companies is and no other party is in breach or violation of, or default under, any Material Contract, (ii) no event has occurred which would result in a breach or violation of, or a default by the Acquired Companies, under, any Material Contract (in each case, with or without notice or lapse of time or both)) and (iii) each Material Contract is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Acquired Companies, and to the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors’ rights or by general equitable principles.

Contracts; No Defaults. (a) Section 4.12 True, correct and complete copies of the Company Disclosure Schedule contains a listing of all of the following Contracts (A) described in clauses (i) through (xv) below and (B) to which the Company or any of its the Company’s Subsidiaries is a party or otherwise has any remaining rights by which they are bound have been delivered to or obligations made available to Acquiror or its Representatives, together with all amendments thereto (other than collectively, the “Material Contracts”). Section 5.13(a) of the Company Benefit Plans covering more than one individual):Disclosure Letter sets forth the list of such Material Contracts. (i) each Each Contract that the Company reasonably anticipates will involve annual involving obligations (contingent or otherwise), payments or consideration furnished by revenues in excess of $200,000 in the last twelve (12) months prior to the date of this Agreement or to expected obligations (contingent or otherwise), payments or revenues in excess of $200,000 in the next twelve (12) months after the date of this Agreement; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by, or other Indebtedness of, the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtednessthe Company’s Subsidiaries, including the borrowing any other agreement or commitment for future loans, credit or financing, in each case, in excess of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries$200,000; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof 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 $200,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, or (B) solely between the Company and its Subsidiaries; (iv) each Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Contract that, in each case, that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyproperty that involves aggregate payments in excess of $100,000 in any calendar year; (v) each Each Contract providing for any royaltyinvolving the formation, milestone establishment, contribution to, or operation of a (A) partnership, (B) corporation, limited liability company or other entity, or (C) joint venture, alliance or similar payments byentity, or owed toinvolving a sharing of profits or losses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, Equity Securities or assets of any person involving payments of an amount higher than $500,000 (excluding, in the case of clauses (A) and (B), any Subsidiary of the Company); (vi) Contracts between the Company or any of its Subsidiaries Subsidiaries, on or after the date hereof; one hand, and any Company Related Party, on the other hand (vi) each joint venture Contractcollectively, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (“Related Party Agreements”), since July 25, 2019, other than (i) Contracts with respect to a Company Related Party’s employment or other similar engagement and confidentiality agreements, and (ii) end-user, consumer, client or customer agreements entered into on an arm’s length basis, or (iii) other agreements of a similar nature, in each case with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth consistent with past practice; (vii) Contracts with each current or former executive officer, director or executive level employee of any Group Company since January 1, 2021; (viii) Contracts that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the Company’s standard terms and conditions consummation of sale or standard form the transactions contemplated hereby; (ix) Contracts containing covenants of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its 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 in any geographic area in any material respect; (ixx) each (A) employment Each Contract (excluding offer letters for atincluding license agreements, coexistence agreements, and agreements with covenants not to sue, but not including non-will employment that do not provide for severance disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or for advance notice of termination or for any change of control, transaction, retention or other special remunerationadvertising Contracts) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its the Company’s Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not grants to assert by, a third party, any Person the exclusive right to use Intellectual Property used in connection with of the Exploitation of any Company Regulated Product and its Subsidiaries that is material to the Company’s business of the Company and its Subsidiaries, taken as a whole, or (B) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company and its Subsidiaries taken as a whole (other than (1) (x) click-wrap, shrink-wrap and Contracts granting nonexclusive rights to use commercially available off-the-shelf software licensesand Open Source Licenses) (collectively, and the Contracts within the scope of this clause (yB), the “Material In-Licenses”); (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 $200,000 in any calendar year; (xii) Any Contract that grants to any third Person any “most favored nation rights”; (xiii) Contracts granting to any Person (other software licenses that are available on standard terms 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 public generallyCompany or any of the Company’s Subsidiaries; (xiv) Contracts in connection with the waiver, compromise, or settlement of any dispute, claim, litigation or arbitration involving an Action, claim or proceeding in an amount higher than $200,000; and (xv) Contracts with a Governmental Authority or sole-source supplier of any product or service (other than utilities), in each case involving payments of (x) and (y) with license, maintenance, support and other fees less an amount higher than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property200,000. (b) True and complete copies Except for any Contract that will terminate upon the expiration of the Contracts listed (or required stated term thereof prior to be listed) on Section 4.12 the Share Exchange Closing Date, all of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Material Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its the relevant Subsidiary or Subsidiaries party of the Company thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties counterparties thereto. Neither Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the 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 Material Contracts and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither , (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 Material Contract. To , and (z) to the Knowledge knowledge of the Company, no event has occurred which, which individually or together with other events, has or would reasonably be expected to result in a breach of or a default under any such Material Contract by the Company or any of 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) Section 4.12 Part 2.16(a) of the Company Disclosure Schedule contains a listing of all lists as of the following Contracts date hereof, and, except to which the extent filed in full without redaction as an exhibit to a Filed Company SEC Report, the Company has made available to Parent copies of, each Acquired Corporation Contract and other instrument or document (including any amendment to any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):the foregoing) (i) each Contract that described in paragraphs (b)(3), (b)(4), (b)(9) or (b)(10) of Item 601 of Regulation S-K of the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000SEC; (ii) each Contract relating to Indebtednesswith any director, including the borrowing of money, officer or mortgaging, pledging or otherwise placing a Lien on any assets Affiliate of the Company or any of its SubsidiariesCompany; (iii) each Contract evidencing, governing or relating to indebtedness for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries;borrowed money, (iv) each lease, rental not entered into in the Ordinary Course of Business that involves expenditures or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, receipts in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyexcess of $250,000; (v) each Contract providing for that in any royalty, milestone or similar payments by, or owed to, way purports to limit the Company freedom of any Acquired Corporation or any of its Subsidiaries on their Affiliates to engage in any line of business or after to compete with any Person or in any geographic area or to hire or retain any Person, other than agreements with third parties for the date hereofpurpose of pursuing business opportunities with a Governmental Body; (vi) each joint venture Contractrelating to the employment of, partnership agreement or limited liability company agreement with a third partythe performance of services by, any employee or consultant, or pursuant to which any of the Acquired Corporations is or may become obligated to make any severance, termination or similar payment in excess of $100,000 to any current or former employee or director; or pursuant to which any of the Acquired Corporations is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $100,000 to any current or former employee or director; (vii) each (A) relating to the acquisition, transfer, development, sharing or license of any Proprietary Rights and/or Technology relating to any Acquired Corporation Product (except for any Contract requiring capital expenditures after pursuant to which (i) any Proprietary Rights is licensed to the date Acquired Corporations under any third party software license generally available to the public, or (ii) any Proprietary Rights is licensed by any of this Agreement the Acquired Corporations to any Person on a non exclusive basis pursuant to an unmodified standard license agreement, the form of which has been provided to Parent) or (B) of the type referred to in an annual amount in excess of $20,000Section 2.8(c); (viii) each Contract in which the Company providing for indemnification of any officer, director, employee or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectagent; (ix) each (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Options or employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice Contracts entered into in the Ordinary Course of termination or for any change Business which contemplate the issuance of control, transaction, retention or other special remuneration) Company Options; (x) each Contractincorporating or relating to any guaranty, planany warranty or any indemnity or similar obligation, policy or program providing except for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusesContracts substantially identical to the standard forms of end user licenses previously made available by the Company to Parent; (xi) each settlement Contract settling claims against the Company or relating to any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)currency hedging; (xii) each Contract which contains any provisions with ongoing obligations requiring the Company imposing or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale containing “standstill” or license of products or services entered into in the ordinary course of business)similar provisions; (xiii) each Contract containing covenants materially limiting (A) the types of business in to which the Company any Governmental Body is a party or under which any of its Subsidiaries (orGovernmental Body has any rights or obligations, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company directly or indirectly benefiting any of its Subsidiaries Governmental Body (or, after giving effect including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercializeGovernmental Body); (xiv) each Contract entered into by the Company or requiring that any of its Subsidiaries with the Acquired Corporations give any Affiliate of the Company notice or with provide any current information to any Person prior to considering or former officeraccepting any Acquisition Proposal or similar proposal, director or stockholder of the Company prior to entering into any discussions, agreement, arrangement or understanding relating to any of its Subsidiaries Acquisition Transaction or any Affiliate thereofsimilar transaction; (xv) each Contract relating to grants, funding other than in the Ordinary Course of Business contemplating or involving the payment or delivery of cash or other forms consideration in an amount or having a value in excess of assistance received by $200,000 in the Company aggregate, or any contemplating or involving the performance of its Subsidiaries from any Governmental Authority;services having a value in excess of $200,000 in the aggregate; and (xvi) each any other Contract, if a breach of such Contract relating could reasonably be expected to have a Material Adverse Effect on the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf Acquired Corporations. Each of the foregoing is a “Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyMaterial Contract.” (b) True Each Company Material Contract is valid and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, and is enforceable in accordance with its terms subject to the Remedies Exceptioneffect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) represent the valid rules of law and binding obligations equity governing specific performance, injunctive relief and other equitable remedies. (c) (i) None of the Company Acquired Corporations has violated or its Subsidiary breached, or Subsidiaries party thereto committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and, to the Knowledge of the Company, represent the valid and binding obligations of the no other parties thereto. Neither the Company norPerson has violated or breached, to the Knowledge of the Companyor committed any default under, any other party thereto is Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) to the Knowledge of the Company, no event has occurred whichoccurred, individually and no circumstance or together with other eventscondition exists, would reasonably be expected to result in a breach of or a default under any such Contract that (in each case, with or without notice or lapse of time time) will or both)would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Acquired Corporation Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and (iii) since December 28, 2007, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.

Contracts; No Defaults. (a) Section 4.12 Part 3.16(a) of the Company Disclosure Schedule Letter contains a listing complete and accurate list of all of the following Contracts to which the Company or any of its Subsidiaries each, and except as so disclosed there is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):no: (i) each applicable Contract that involves performance of services or delivery of goods or materials by the Company reasonably anticipates will involve annual payments of an amount or consideration furnished by or to the Company or any value in excess of its Subsidiaries of more than $50,00025,000; (ii) each applicable Contract relating that involves performance of services or delivery of goods or materials to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company of an amount or any value in excess of its Subsidiaries$25,000; (iii) each applicable Contract for that was not entered into in the acquisition Ordinary Course of any Person Business and that involves expenditures or any business division thereof or the disposition of any material assets receipts of the Company or any in excess of its Subsidiaries$5,000; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal propertyproperty (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $15,000 and with terms of less than one year); (v) each Contract providing contract relating to Intellectual Property Assets to which the Company is a party or by which the Company is bound, except for any royaltylicense implied by the sale of a product and perpetual, milestone paid-up licenses for commonly available software programs with a value of less than $2,500 under which the Company is the licensee, including agreements with current or similar payments byformer employees, consultants, or owed to, contractors regarding the Company appropriation or the non-disclosure of any of its Subsidiaries on or after the date hereofIntellectual Property Assets; (vi) each joint venture Contract, partnership collective bargaining agreement and other Applicable Contract to or limited liability company agreement with any labor union or other employee representative of a third partygroup of employees; (vii) each joint venture, partnership, and other Applicable Contract requiring capital expenditures after (however named) involving a sharing of profits, losses, costs, or liabilities by the date of this Agreement in an annual amount in excess of $20,000Company with any other Person; (viii) each applicable Contract containing covenants that in which any material way purport to restrict the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers business activity of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder limit the freedom of the Company or any Affiliate of its Subsidiaries the Company to engage in any line of business or to compete with any Affiliate thereofPerson; (xvix) each applicable Contract relating providing for payments to grantsor by any Person based on sales, funding purchases, or profits, other than direct payments for goods; (x) power of attorney that is currently effective and outstanding; (xi) applicable Contract for capital expenditures which, by its terms, provides for an aggregate balance payable thereunder since December 31, 1999 in excess of $15,000 for any such Contract; (xii) written warranty, guaranty, and or other forms of assistance received similar undertaking with respect to contractual performance extended by the Company or any other than in the Ordinary Course of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its SubsidiariesBusiness; and (xviixiii) each Contract pursuant to which the Company amendment, supplement, and modification (whether oral or written) in respect of any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyforegoing. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, no event except as set forth in Part 3.16(b) of the Disclosure Letter, with respect to each Contract identified or required to be identified in Part 3.16 (a) of the Disclosure Letter: (i) the Company is, and at all times has occurred whichbeen, individually in material compliance with all applicable terms and requirements of each such Contract under which the Company has or together with had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; and (ii) each other events, would reasonably be expected to result in a breach of Person that has or a default had any obligation or liability under any material Contract under which the Company has or had any rights is, and at all times has been, in full material compliance with all applicable terms and requirements of such Contract (in each case, with or without notice or lapse of time or both)Contract.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 3.12(a) attached hereto contains a listing of all Contracts described in clauses (i) through (xv) below to which, as of the following Contracts to which the date of this Agreement, Company or any of its Subsidiaries is a party or otherwise has by which Company or any remaining rights or obligations of its Subsidiaries is bound (other than Company Benefit Plans covering more than one individual):collectively, “Material Contracts”). (i) each Each Contract (other than (A) purchase orders with suppliers or customers entered into in the ordinary course of business and (B) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 3.12(a)) that the Company has or Seller reasonably anticipates will involve annual aggregate payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,0001,000,000 in any calendar year; (ii) each Each Contract relating related to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on (other than in the ordinary course of business), other than Contracts in which the applicable acquisition or after disposition has been consummated and there are no obligations ongoing; (iv) Each Contract that provides for the date hereof(A) ownership of any Owned Real Property and (B) leasing of the Leased Real Property; (v) Each joint venture agreement, partnership agreement, or other similar Contract; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000100,000; (vii) Each license agreement under which any Intellectual Property that is material to the conduct of the Business as conducted by Company and its Subsidiaries as of the date of this Agreement is licensed to or from Company or one of its Subsidiaries, (excluding license agreements for commercially available “off-the-shelf software,” “click wrap” or “shrink wrap” software license agreements, non-disclosure agreements and confidentiality and Intellectual Property assignment agreements with Company’s or any of its Subsidiaries’ employees); (viii) each Each Contract that restricts the Business, Company or any of its Subsidiaries from conducting any line of business or operating in any geographic area; (ix) Each Contract that provides for a written commitment of consultation services for annual payments in excess of $100,000; (x) Each Contract that provides any restrictions on competition or similar restrictions running in favor of Company or any of its Subsidiaries; (xi) Each Contract under which the Company or any of its Subsidiaries is subject to noncompetition a “most favored nation”, “meet or nonrelease” or similar pricing and delivery arrangements or that have a “cost-solicitation (savings” or any other than confidentiality agreements with customers of similar performance or financial goals, or involves the payment by Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale amounts that include “take or standard form of employment agreement, forms of which have previously been made available to Buyerpay” or similar pricing or delivery arrangements; (xii) Each Contract that restricts the is between Company or any of its Subsidiaries in Subsidiaries, on the one hand, and Seller or any material respect; of its Affiliates (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the than Company or any of its Subsidiaries or any of their respective current or former directorsSubsidiaries), officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring on the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business)hand; (xiii) each Each Contract containing covenants materially limiting (A) the types of business in which the that provides for rebates to customers to be paid by Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercializeexcluding early payment discounts less than 5%); (xiv) each Each Contract entered into by that grants any power of attorney or similar rights with respect to the Company or any affairs of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xviixv) each Each Contract that guarantees the obligations of any other Person. (b) Except as set forth on Schedule 3.12(b) attached hereto or as would not be material, (i) all of the Contracts listed pursuant to which Section 3.12(a) (A) are in full force and effect and (B) represent the legal, valid and binding obligations of Company or its Subsidiary party thereto, (ii) neither Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither , (iii) neither Company nor any of its Subsidiaries has received since September 1, 2010 any written claim or notice of any breach of or default under any such Contract. To Contract that has not been cured and (iv), to the Knowledge of the Company, no event has occurred whichoccurred, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both). Seller or Company has provided Acquiror with a copy of all Contracts set forth on Schedule 3.12(a).

Contracts; No Defaults. (a) Section 4.12 5.11(a) of the Company Disclosure Schedule contains a listing of all of the following Contracts described in clauses (i) through (xiv) below to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations by which it is bound (other than each Contract required to be listed on Section 5.11(a) of the Company Benefit Plans covering more than one individualDisclosure Schedule, a “Significant Contract”): (i) each any Contract that with a Top 15 Vendor or Top 15 Customer (other than purchase or service orders accepted, confirmed or entered into in the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any Ordinary Course of its Subsidiaries of more than $50,000Business); (ii) each employment Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on with any assets employee of the Company or any one of its SubsidiariesSubsidiaries that provides for annual base compensation in excess of $250,000; (iii) each collective bargaining Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries(a “Labor Contract”); (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries leases, subleases, occupies or otherwise uses any real property (the “Real Property Leases”); (v) (A) licenses from, any Contract under which the Company or any of its Subsidiaries has otherwise been assigned, transferred granted to a third party any license or granted any covenant not to assert byxxx with respect to any Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract pursuant to which the Company or any of its Subsidiaries obtains any license or covenant not to xxx from a third party, party with respect to any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (Property, other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses of Software that are commercially available on standard terms to the public generally, in each case of (x) and (y) with annual license, maintenance, support and other fees less than $10,000 per year25,000; (vi) and any Contract that (A)(1) contains a covenant not to compete in any line of business or solicit persons for employment (other than non-disclosure agreements, confidentiality agreements entered into in the Ordinary Course of Business), (2) standard employee and consultant assignment agreements grants exclusive or preferential rights or “most favored nations” status to any person, or (3) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $150,000 in the form made available aggregate, in each case that is applicable to Buyerthe Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners; (vii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) has licensedgranted a Lien on its assets or group of assets, assignedwhether tangible or intangible, sold or transferred to a third partysecure any indebtedness for money borrowed, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed extended credit to indemnify any Person (other than Contracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course of Business) or (D) granted a third party against material performance bond, letter of credit or any claim other similar instrument, in each case, in excess of infringement$100,000; (viii) any Contract with any Governmental Authority; (ix) each Contract with a Related Party (other than Company Benefit Plans or Contracts for compensation for services performed by a Related Party as director, violation officer, service provider or misappropriation employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business; (x) each Contract relating to the acquisition or disposition of any Intellectual Propertybusiness (whether by merger, sale of stock, sale of assets or otherwise); (xi) any Contract establishing any joint venture, strategic alliance, partnership or other collaboration; (xii) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any ongoing obligations (either monetary or non-monetary); and (xiii) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of its Subsidiaries. (b) True and complete correct copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule each Significant Contract have been delivered to or made available to Buyer or its representativesTuatara. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) Each Significant Contract is in full force and effecteffect and represents the legal, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or parties thereto and is enforceable in accordance with its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid terms and binding obligations of the other parties theretoconditions. Neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto to any such Significant Contract is in breach of or in default under any such Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Significant Contract. To , and, to the Knowledge knowledge of the Company, no event has occurred which, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any Significant Contract has exercised termination rights with respect thereto or has indicated that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Contracts; No Defaults. (a) Section 4.12 4.12(a) of the Company Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xviii) below to which, as of the following Contracts to which the date of this Agreement, a Company or any Subsidiary of its Subsidiaries the Company is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):by which they are bound. (i) each Contract that Contracts with the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000Top Vendors; (ii) each Contract relating to Each note, debenture, other evidence of Indebtedness, including the borrowing of moneyguarantee, loan, credit or mortgaging, pledging financing agreement or otherwise placing a Lien on any assets of instrument or other Contract for money borrowed by the Company or any of its Subsidiaries, including any agreement or commitment for future loans, credit or financing; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof or the disposition of any material assets of the Company or any of its SubsidiariesSubsidiaries in the last two (2) years, or under which the Company or Subsidiary has any continuing obligation with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment; (iv) each Each lease, rental or occupancy agreement, real property license, installment instalment and conditional sale agreement or agreement, and other Contract that, in each case, that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyproperty that involves aggregate payments in excess of $250,000 in any calendar year; (v) Each Contract involving the formation of a (A) joint venture, (B) partnership, or (C) limited liability company (excluding, in the case of clauses (B) and (C), any wholly owned Subsidiary of the Company); (vi) Each Contract that involves profit-sharing, which requires, or would reasonably be expected to require (based on any occurrence, development, or event contemplated by such Contract), aggregate payments to or from the Company and its Subsidiaries in excess of $500,000 over the life of the Contract; (vii) Contracts (other than employment agreements, employee confidentiality and invention assignment 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 its Subsidiaries (other than the Company or any of its Subsidiaries), the officers, directors or managers (or equivalents) of the Company or the Company’s Subsidiaries, the members or stockholders of the Company or its Subsidiaries, any employee of the Company or its Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (viii) Contracts with each Contract providing current executive, officer, director or current employee of the Company or its Subsidiaries with a title of Vice President or higher, other than offer letters, equity award agreements, and confidentiality and assignment agreements, in each case, that do not (i) differ materially from the form of such agreements provided to OmniLit or (ii) provide for severance or change in control payments or benefits; (ix) Contracts with any royaltyemployee, milestone officer, manager, director or consultant of the Company or its Subsidiaries that provide for (A) annual compensation that may exceed $250,000, (B) change in control, retention or similar payments byor benefits upon, in connection with, accelerated by or owed totriggered by the consummation of the transactions contemplated hereby, and/or (C) severance, termination or notice payments or benefits upon a termination of the applicable Person’s service with the Company or any Subsidiary of the Company (excluding payments and benefits mandated by applicable Law); (x) Contracts of the Company or any of its Subsidiaries on that (A) prohibit or limit the right of the Company or any of its Subsidiaries to engage in or compete with any Person in any line of business in any material respect; (B) prohibit or restrict the Company and its Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; or (C) contain any other provisions restricting or purporting to restrict in any material respect the ability of the Company or any of its Subsidiaries to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in any material respect or that would so limit or purports to limit, in any material respect, the OmniLit or any of its Affiliates after the date hereofClosing; (vixi) each joint venture Contract, partnership Any collective bargaining (or similar) agreement or limited liability company agreement Contract with a third partyany labor union or other body representing employees of the Company or any of its Subsidiaries; (viixii) each Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue, but not including Contracts, purchase orders and insertion orders entered into in the ordinary course of business, non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or advertising Contracts) pursuant to which the Company or any Subsidiary of the Company (i) grants to a third Person the right to use material Intellectual Property of the Company and its Subsidiaries or (ii) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company and its Subsidiaries (other than (A) Contracts granting nonexclusive rights to use commercially available off-the-shelf software and any other similar software licenses (including software-as-a-service) that are commercially available on standard terms to the public, (B) Open Source Licenses, (C) non-exclusive licenses for content or assets used in the products, services, or in the conduct of the business of the Company or any of its Subsidiaries involving payments of less than $500,000 per year and (D) employee confidentiality and invention assignment agreements); (xiii) Each Contract requiring capital expenditures by the Company or any of its Subsidiaries after the date of this Agreement in an annual amount in excess of $20,000750,000 in any calendar year; (viiixiv) each Contract Contracts that (A) grants to any third Person any material “most favored nation rights” or similar provisions, obligations or restrictions, 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 $750,000 in any calendar year; (xv) Contracts with any Person (A) pursuant to which the Company or any Subsidiary of the Company (or OmniLit or any of its Affiliates after the Closing) may be required to pay material milestones, royalties or other contingent payments based on any research, testing, development, regulatory filings or approval, sale, distribution, commercial manufacture or other similar occurrences, developments, activities or events or (B) under which the Company or any Subsidiary of the Company grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to license or any other similar rights with respect to any Company product or Intellectual Property; (xvi) 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 its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectSubsidiaries; (ixxvii) each (A) employment Any Contract (excluding offer letters for at-will employment that do not provide for severance the settlement or for advance notice conciliation of termination an Action or for any change of control, transaction, retention Legal Proceeding or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection dispute with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other a third party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types performance of business in which would involve any payments after the date of this Agreement, (B) with a Governmental Authority or (C) that imposes any material, non-monetary obligations on the Company or any of its Subsidiaries (or, or the Surviving Corporation after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its SubsidiariesClosing); and (xviii) Any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertythis Section 4.12(a). (b) True All of the foregoing Contracts listed or required to be listed pursuant to Section 4.12(a) in the Company Disclosure Letter, including all amendment and modifications thereto, are sometimes collectively referred to as “Material Contracts”. True, correct and complete copies of the Material Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have previously been delivered to or made available to Buyer OmniLit or its agents or representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are Each Material Contract is (i) in full force and effect, subject to the Remedies Exceptionapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, (ii) represent represents the legal, valid and binding obligations of the Company or its the Subsidiary or Subsidiaries of the Company party thereto and, to the Knowledge knowledge of the Company, represent represents the legal, valid and binding obligations of the other parties counterparties thereto. Neither Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the Company norand 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 the Material Contracts and none of the Company, the Company Subsidiaries, or, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither , (y) during the 12 months prior to the date of this Agreement, none of the Company nor or any of its Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract. To , and (z) to the Knowledge knowledge of the Company, no event has occurred which, 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 any of 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) Section 4.12 4.16(a) of the Disclosure Letter lists and, except to the extent filed in full without redaction as an exhibit to a Company Disclosure Schedule contains a listing SEC Report, the Company made available to Parent prior to the date hereof copies of all each of the following Contracts (and all amendments, modifications and supplements thereto) to which any Acquired Company or, to the Company or knowledge of the Acquired Companies, any of its Subsidiaries Minority JV Entity, is a party or otherwise has by which any remaining rights of their respective properties or obligations assets are bound (notwithstanding anything herein, “Material Contract” shall not include any Contract that (1) will be fully performed and satisfied on or prior to the Closing, (2) is a Ground Lease, or (3) any confidentiality, “standstill” or other than similar agreement entered between the Company Benefit Plans covering more than one individualand any potential acquiror of the Company): (i) each Contract that any Contracts with any director or officer or Affiliate of the Company reasonably anticipates will involve annual payments or consideration furnished by or or, to the Company or knowledge of the Acquired Companies, any of its Subsidiaries of more than $50,000the Minority JV Entities; (ii) each Contract any Contracts evidencing, governing or relating to IndebtednessDebt or any guarantee by any Acquired Company or, including to the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets knowledge of the Company or Acquired Companies, any Minority JV Entity of its SubsidiariesDebt of any other Person in excess of $750,000; (iii) each Contract for any Contracts that reflect transactions, other than in the acquisition ordinary course of any Person business, that involve expenditures, in cash or any business division thereof or the disposition other form of any material assets consideration, in excess of the Company or any of its Subsidiaries$1,000,000; (iv) each leaseany Contracts that in any way purports to restrict the business activity of any Acquired Company or any of their Affiliates or, rental to the knowledge of the Acquired Companies, any of the Minority JV Entities, or occupancy to limit the freedom of any Acquired Company or any of their Affiliates or, to the knowledge of the Acquired Companies, any of the Minority JV Entities to engage in any line of business or to compete with any Person or in any geographic area or to hire or retain any Person, except for customary restrictions imposed by localities as a condition to approval of the Acquired Companies’ or, to the knowledge of the Acquired Companies, any of the Minority JV Entities’ development projects; (v) any Contracts that provide an obligation to fund or make any investment in (whether in the form of a loan, capital contribution or otherwise) any Subsidiary of any of the Acquired Companies, JV Entity or other Person (other than any Organizational Document); (vi) any Contracts providing for any indemnification obligations in effect for any current or former officer, director, trustee or employee; (vii) any Contracts evidencing any employment agreements, severance, change in control or termination agreements with any officer, director, trustee or employee; (viii) any Contracts (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities or (C) providing any of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Stock Options and Restricted Shares; (ix) any Contracts providing for or relating to any warranty or similar obligation; (x) any Contracts relating to any currency hedging; (xi) any Contracts containing “standstill” or similar provisions; (xii) any Contracts (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body, except for those instruments or documents entered into by the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities in the ordinary course of their respective businesses, the absence of which would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies; (xiii) any Contracts requiring that any of the Acquired Companies give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xiv) relating to collective bargaining or other agreement or understanding with a labor union or labor organization; (xv) any Contracts relating to the sale or exchange of, or option to sell or exchange, any real property, or to the purchase or exchange of, or option to purchase or exchange, any real property license, installment and conditional sale agreement in respect of future or other Contract thatexisting transactions (including transactions that have not been consummated), in each case, provides for having value of more than $500,000; (xvi) any Contracts relating to the ownership of, leasing of, title to, use development or construction of, or any leasehold additions or other interest in expansions to, any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, property that would involve the Company or expenditure by any of its Subsidiaries on or after the date hereof; (vi) each joint venture ContractAcquired Companies or, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after to the date knowledge of this Agreement in an annual amount the Acquired Companies, any of the Minority JV Entities in excess of $20,000500,000; (viiixvii) each Contract any Loan Documents; (xviii) any Contracts for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of $1,000,000; (xix) any Contracts relating to the operations of the Properties, including the Franchise Agreements, all material advertising and marketing agreements, and credit card agreements, that involve annual expenditures in excess of $250,000 per Property location; (xx) any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly-owned Subsidiary of the Company or Company; (xxi) any Contracts currently required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (xxii) any Contracts under which any of its Subsidiaries is subject the Acquired Companies or, to noncompetition or non-solicitation the knowledge of the Acquired Companies, any of the Minority JV Entities has continuing indemnification obligations (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) or potential liability of the types Acquired Companies or, to the knowledge of business in which the Company or Acquired Companies, any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or Minority JV Entities under any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed outpurchase price adjustment that, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, no event has occurred which, individually or together with other eventscase, would reasonably be expected to result in future payments of more than $500,000; (xxiii) any Contract relating to the settlement or proposed settlement of any Legal Proceeding, which involves the issuance of equity securities or the payment of an amount, in any such case, having a value of more than $500,000; (xxiv) any license, royalty or other Contract concerning material Intellectual Property; and (xxv) any Contract (other than Contracts referenced in clauses (i) through (xxiv) of this Section 4.16(a)) which by its terms calls for payments in excess of $500,000. Each of the foregoing is a “Material Contract.” (b) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Companies, (i) none of the Acquired Companies or, to the knowledge of the Acquired Companies, any of the Minority JV Entities is and, to the knowledge of the Acquired Companies, no other party is in breach or violation of, or default under, any Material Contract, (ii) none of or a the Acquired Companies or, to the knowledge of the Acquired Companies, none of the Minority JV Entities has received any written claim of default under any such Material Contract, (iii) no event has occurred which would result in a breach or violation of, or a default by the Acquired Companies, or, to the knowledge of the Acquired Companies, any of the Minority JV Entities, if applicable, or any other party thereto, under, any Material Contract (in each case, with or without notice or lapse of time or both)) and (iv) each Material Contract is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Acquired Companies, and, to the knowledge of the Acquired Companies, with respect to the Minority JV Entities, if applicable, and to the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws of general applicability relating to or affecting creditors’ rights or by general equitable principles.

Contracts; No Defaults. (a) Section 4.12 Part 3.17(a) of the Company Disclosure Schedule Letter contains a listing of all of the following Contracts complete and accurate list, and Sellers have delivered to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):Buyer true and complete copies, of: (i) each Applicable Contract that the Company reasonably anticipates will involve annual payments involves performance of services or consideration furnished delivery of goods or materials by one or to the Company more Acquired Companies of an amount or any value in excess of its Subsidiaries of more than $50,000$ ; (ii) each Applicable Contract relating that involves performance of services or delivery of goods or materials to Indebtedness, including the borrowing one or more Acquired Companies of money, an amount or mortgaging, pledging or otherwise placing a Lien on any assets value in excess of the Company or any of its Subsidiaries$ ; (iii) each Applicable Contract for that was not entered into in the acquisition Ordinary Course of any Person Business and that involves expenditures or any business division thereof receipts of one or the disposition more Acquired Companies in excess of any material assets of the Company or any of its Subsidiaries$ ; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal propertyproperty (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $ and with terms of less than one year); (v) each licensing agreement or other Applicable Contract providing for any royaltywith respect to patents, milestone or similar payments bytrademarks, copyrights, or owed toother intellectual property, including agreements with current or former emplo yees, consultants, or contractors regarding the Company appropriation or the non-disclosure of any of its Subsidiaries on or after the date hereofIntellectual Property Assets; (vi) each joint venture Contract, partnership collective bargaining agreement and other Applicable Contract to or limited liability company agreement with any labor union or other employee representative of a third partygroup of employees; (vii) each joint venture, partnership, and other Applicable Contract requiring capital expenditures after the date (however named) involving a sharing of this Agreement in an annual amount in excess of $20,000profits, losses, costs, or liabilities by any Acquired Company with any other Person; (viii) each Applicable Contract containing covenants that in which any way purport to restrict the business activity of any Acquired Company or any Affiliate of its Subsidiaries is subject to noncompetition an Acquired Company or non-solicitation (other than confidentiality agreements with customers limit the freedom of the any Acquired Company or any Affiliate of its Subsidiaries entered into an Acquired Company to engage in the ordinary course any line of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or compete with any of its Subsidiaries in any material respectPerson; (ix) each (A) employment Applicable Contract (excluding offer letters providing for at-will employment that do not provide payments to or by any Person based on sales, purchases, or profits, other than direct payments for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) goods; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusespower of attorney that is currently effective and outstanding; (xi) each settlement Applicable Contract settling claims against entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)to be responsible for consequential damages; (xii) each Applicable Contract which contains any provisions with ongoing obligations requiring the Company or any for capital expenditures in excess of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business)$ ; (xiii) each Contract containing covenants materially limiting (A) written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the types Ordinary Course of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize;Business; and (xiv) each Contract entered into by the Company amendment, supplement, and modification (whether oral or written) in respect of any of its Subsidiaries with any Affiliate the foregoing. Part 3.17(a) of the Company or with any current or former officerDisclosure Letter sets forth reasonably complete details concerning such Contracts, director or stockholder including the parties to the Contracts, the amount of the Company or any remaining commitment of its Subsidiaries or any Affiliate thereof; (xv) each Contract the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that Contracts are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertylocated. (b) True and complete copies Except as set forth in Part 3.17(b) of the Contracts listed Disclosure Letter: (i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) [to the Knowledge of Sellers and the Acquired Companies,] no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be listedidentified in Part 3.17(a) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) Letter is in full force and effect, subject to effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.17(d) of the Remedies ExceptionDisclosure Letter: (i) each Acquired Company is, and at all times since , 19 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) represent the valid and binding obligations of the Company each other Person that has or its Subsidiary had any obligation or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default liability under any Contract under which an Acquired Company has or had any rights is, and at all times since , 19 has been, in full compliance with all applicable terms and requirements of such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, ; (iii) 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 circumstance exists that (in each case, with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) no Acquired Company has given to or received from any other Person, at any time since , 19 , any notice or both)other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and [, to the Knowledge of Sellers and the Acquired Companies,] no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the following Contracts SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which which, as of the Company date of this Agreement, Acquiror or any one or more of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directorsassets are bound. True, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True correct and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule 5.17 have been delivered to or made available to Buyer the Company or its agents or representatives. All . (b) Each Contract of the Contracts set forth (or a type required to be listed on Schedule 5.17, whether or not set forth) forth on Section 4.12 Schedule 5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the Company Disclosure stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule are 5.17, (i) such Contracts are in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company Acquiror or its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the CompanyAcquiror, represent the legal, valid and binding obligations of the other parties thereto. Neither the Company nor, and, to the Knowledge knowledge of Acquiror, are enforceable by Acquiror or its Subsidiaries to the Companyextent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of Acquiror, its Subsidiaries or, to the knowledge of Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since the dates of their respective incorporations, neither Acquiror nor its Subsidiaries have received any written or, to the knowledge of Acquiror, oral claim or notice of material breach of or material default under any such Contract. Neither Company nor any , (iv) to the knowledge of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the CompanyAcquiror, 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 by Acquiror or its Subsidiaries or, to the knowledge of Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both)) and (v) since the dates of their respective incorporations, through the date hereof, neither Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Section 4.12 4.17(a) of the Company Buyer’s Disclosure Schedule contains a listing complete and accurate list, and Buyer has delivered or made available to Sellers true and complete copies, of all of the following Contracts to which the Company or any of its Subsidiaries is (each, a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual“Buyer Material Contract”): (i) each Applicable Contract that the Company reasonably anticipates will involve annual payments involves performance of services or consideration furnished delivery of goods or materials by or to Buyer, or that was not entered into in the Company Ordinary Course of Business, of an amount or any value in excess of its Subsidiaries of more than $50,00075,000; (ii) each Applicable Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $50,000 and with terms of less than one year); (iii) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Buyer Intellectual Property Assets; (iv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees; (v) each joint venture, partnership, and other Applicable Contract providing for any royalty(however named) involving a sharing of profits, milestone or similar payments bylosses, costs, or owed to, the Company or liabilities by Buyer with any of its Subsidiaries on or after the date hereofother Person; (vi) each joint venture Contract, partnership agreement Applicable Contract containing covenants that in any way purport to restrict the business activity of Buyer or limited liability company agreement limit the freedom of Buyer to engage in any line of business or to compete with a third partyany Person; (vii) each Contract requiring capital expenditures after written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Buyer other than in the date Ordinary Course of this Agreement in an annual amount in excess of $20,000;Business; and (viii) each Contract written amendment, supplement, and modification in which the Company or respect of any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyforegoing. (b) True Except as set forth in Section 4.17(b) of Buyer’s Disclosure Schedule: (i) Buyer (and complete copies no Related Person of Buyer) has not or may not acquire any rights under, and Buyer has not or may not become subject to any obligation or liability under; any Contract that relates to the business of, or any of the Contracts listed assets owned or used by, Buyer; and (ii) to the Knowledge of Buyer, no officer, director, agent, employee, consultant, or required contractor of Buyer is bound by any Contract that purports to be listedlimit the ability of such officer, director, agent, employee, consultant, or contractor to (A) on Section 4.12 engage in or continue any conduct, activity, or practice relating to the business of the Company Disclosure Schedule have been delivered to Buyer, or made available (B) assign to Buyer or its representatives. All to any other Person any rights to any invention, improvement, or discovery. (c) To the Knowledge of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) Buyer, each Buyer Material Contract is in full force and effect, subject to the Remedies Exception, effect and (ii) represent the is valid and binding obligations of the Company or enforceable in accordance with its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. terms. (d) To the Knowledge of the CompanyBuyer: (i) Buyer is, and at all times since July 17, 2001 has been, in fail compliance with all applicable material terms and requirements of each Buyer Material Contract; (ii) each other Person that has or had any obligation or liability under any Buyer Material Contract under which Buyer has or had any rights is, and at all times since inception has been, in full compliance with all material applicable terms and requirements of such Buyer Material Contract; and (iii) 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 circumstance exists that (in each case, with or without notice or lapse of time time) may result in a violation or both)breach of any Buyer Material Contract.

Contracts; No Defaults. (a) Except for the Leases and Company Benefit Plans, Section 4.12 5.12(a) of the Company Disclosure Schedule contains Letter sets forth a listing complete and accurate list of all of the following Contracts to which the Company and/or any of its Subsidiaries is a party or is otherwise bound as of the date hereof: (i) Contracts with any Material Customer, Material Carrier or Material Supplier; (ii) (x) Contracts entered into during the two (2) years prior to the date hereof with respect to mergers or acquisitions, sales or repurchases of securities or material assets or investments by the Company or any of its Subsidiaries other than such Contracts between the Company and its Subsidiaries and/or their direct or indirect equityholders (each an “M&A Contract”), and (y) M&A Contracts in which the Company or any of its Subsidiaries have any material obligations or liabilities, including deferred purchase price payments, earn-out payments or indemnification obligations; (iii) Contracts establishing partnerships or joint ventures, in each case, that are material to the Company and its Subsidiaries, taken as a whole; (iv) each Contract with Governmental Authorities that is not terminable by any party with ninety days’ notice or less requiring aggregate future payments to the Company and its Subsidiaries in excess of $1,000,000 in any calendar year; (v) Contracts relating to any Indebtedness or any guarantee thereof, including any mortgage, indenture, note, installment obligation or other instrument or agreement related thereto, except any such Contract (A) with an aggregate outstanding principal amount not exceeding $300,000 or (B) between or among the Company and its Subsidiaries; (vi) Contracts that relate to the settlement or final disposition of any material Action within the last three (3) years pursuant to which the Company or any of its Subsidiaries has material ongoing obligations or liabilities; (vii) each material Contract to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to whereby the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of has granted any Person or any business division thereof or the disposition of license under any material assets of the Company Owned Intellectual Property or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which whereby the Company or any of its Subsidiaries is subject granted a license to noncompetition or any material Intellectual Property (excluding (A) non-solicitation (other than confidentiality agreements with exclusive licenses granted by or to customers of the Company or any of its Subsidiaries entered into in the ordinary course of business business, (B) licenses to open source software, (C) nondisclosure agreements, (D) invention assignment agreements with current and set forth in the Company’s standard terms former employees, consultants, and conditions independent contractors of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company and its Subsidiaries, (E) employment agreements with any current or any former employee, and (F) licenses in respect of its Subsidiaries in any material respectcommercially available off-the-shelf software); (viii) Affiliate Agreements; (ix) Contract for the employment or engagement of each current executive, officer, director or current employee of the Company or its Subsidiaries providing for (Ai) employment Contract an annual base salary in excess of $300,000 and (ii) severance benefits or payments (excluding offer letters Contracts for at-will employment that do not provide for severance or for advance notice of termination or for are terminable without any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries liability to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries); and (xviix) each employee collective bargaining agreement or similar Contract pursuant to which between the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrapSubsidiaries, shrink-wrap and off-the-shelf software licenseson the one hand, and (y) any labor union, works council or other software licenses that are available recognized body representing employees or other service providers of the Company or the Company’s Subsidiaries, on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyhand. (b) True and complete copies All of the Contracts listed (or required to be listed) foregoing set forth on Section 4.12 5.12(a) of the Company Disclosure Schedule have been delivered Letter, including all amendments and modifications thereto, are referred to as “Material Contracts”. The Company has furnished or otherwise made available to Buyer or its representativesAcquiror true, complete and correct copies of all Material Contracts. All of Each Material Contract sets forth the Contracts set forth (or required to be set forth) on Section 4.12 of entire agreement and understanding between the Company Disclosure Schedule are (i) in full force and/or its Subsidiaries and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither Each Material Contract is valid, binding and in full force and effect (subject to the Company Enforceability Exceptions and assuming such Material Contract is a valid and legally binding obligation of the counterparty thereto). None of the Company, its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is in breach default or violation of any Material Contract in any material respect. There is no event or default under condition that exists that constitutes or, with or without notice or the passage of time or both, would constitute any such default or violation by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Neither Since January 1, 2020, neither the Company nor any of its Subsidiaries has received any claim notice or notice request, in each case, in writing, on behalf of breach any other party to a Material Contract to terminate, cancel or not renew such Material Contract, to significantly reduce the purchase, supply or availability of any products, services, capacity, equipment or default goods provided by the Company and/or such other party under such Material Contract, or to renegotiate any such Contract. To the Knowledge of the Company, no event has occurred whichmaterial term thereof that would, individually or together with other eventsin the aggregate, would reasonably be expected to result in a Material Adverse Effect, or alleging or disputing any material breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both)Material Contract.

Contracts; No Defaults. (a) Section 4.12 Part 3.16(a) of the Company Seller Parties Disclosure Schedule contains a listing of all complete and accurate list as of the following Contracts Effective Date, and Seller Parties have made available to Purchaser in the Data Room true and complete copies of, each Contract, other instrument or document (including of any amendments) to which the Acquired Company is a party or by which its assets are subject or bound: (i) with any director, officer or Affiliate of the Acquired Company; (ii) evidencing, governing or relating to Indebtedness; (iii) not entered into in the Ordinary Course of Business that involves expenditures or receipts; (iv) that in any way purports to restrict the business activity of the Acquired Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by Affiliates or to limit the freedom of the Acquired Company or any of its Subsidiaries Affiliates to engage in any line of more than $50,000; (ii) each Contract relating business or to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of compete with any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real geographic area or personal propertyto hire or retain any Person; (v) each Contract providing for relating to the employment of, or the performance of services by, any royaltyemployee or consultant, milestone or pursuant to which the Acquired Company is or may become obligated to make any severance, termination or similar payment to any current or former employee or director; or pursuant to which the Acquired Company is or may become obligated to make any bonus or similar payment (other than payments by, constituting base salary) to any current or owed to, the Company former employee or any of its Subsidiaries on or after the date hereofdirector; (vi) each joint venture Contract(A) relating to the acquisition, partnership agreement transfer, development, sharing or limited liability company agreement with license of any Proprietary Rights (except for any Contract pursuant to which (1) any Proprietary Rights is licensed to the Acquired Company under any third party software license generally available to the public, or (2) any Proprietary Rights is licensed by the Acquired Company to any Person on a third partynon exclusive basis); or (B) of the type referred to in Section 3.20(d); (vii) each Contract requiring capital expenditures after the date providing for indemnification of this Agreement in an annual amount in excess of $20,000any officer, director, employee or agent; (viii) each Contract in which (A) relating to the Company acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing the Acquired Company with any right of its Subsidiaries is subject first refusal with respect to, or right to noncompetition repurchase or non-solicitation (other than confidentiality agreements with customers of the Company or redeem, any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectsecurities; (ix) each (A) employment Contract (excluding offer letters incorporating or relating to any guaranty, any warranty or any indemnity or similar obligation, except for at-will employment that do not provide for severance or for advance notice Contracts substantially identical to the standard forms of termination or for any change of control, transaction, retention or other special remuneration) end user licenses made available by Seller Parties to Purchaser in the Data Room; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusesrelating to any currency hedging; (xi) each settlement Contract settling claims against (A) imposing any confidentiality obligation on the Acquired Company or any of its Subsidiaries other Person, or any of their respective current (B) containing “standstill” or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)similar provisions; (xii) each (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract which contains between the Acquired Company and any provisions with ongoing obligations requiring the Company contractor or subcontractor to any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of businessGovernmental Body); (xiii) each Contract containing covenants materially limiting (A) contemplating or involving the types payment or delivery of business cash or other consideration in which an amount or having a value in excess of €5,000 in the Company aggregate, or any contemplating or involving the performance of its Subsidiaries (or, after giving effect to services having a value in excess of €5,000 in the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize;aggregate; and (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms Contract, if a breach of such Contract could reasonably be expected to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to have a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyMaterial Adverse Effect. (b) True and complete copies Each of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are foregoing is a “Material Contract.” (i) Each Material Contract is valid and in full force and effect, and is enforceable against the Acquired Company in accordance with its terms, subject to the Remedies Exception, bankruptcy and other similar Legal Requirements of general applicability relating to or affecting creditors’ rights and to general equity principles. (ii) represent the valid The Acquired Company has not violated or breached, or committed any default under, any Material Contract, except for violations, breaches and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto defaults that have not had and would not reasonably be expected to have a Material Adverse Effect; and, to the Knowledge Sellers’ Knowledge, no other Person has violated or breached, or committed any default under, any Material Contract, except for violations, breaches and defaults that have not had and would not reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth on Part 3.16(b) of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company norSeller Parties Disclosure Schedule, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the CompanySellers’ Knowledge, no event has occurred whichoccurred, individually and no circumstance or together with other eventscondition exists, would reasonably be expected to result in a breach of or a default under any such Contract that (in each case, with or without notice or lapse of time time) will or both)would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (D) give any Person the right to accelerate the maturity or performance under any Material Contract, (E) result in the disclosure, release or delivery of the Acquired Company Source Code, or (F) give any Person the right to cancel, terminate or modify any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect. (iv) The Acquired Company has not received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect.

Contracts; No Defaults. (a) Except for Permitted Encumbrances, Section 4.12 8.13(a) of the Company Disclosure Schedule Letter contains a listing complete and accurate list of, or the RESI Public Filings include as exhibits thereto: (i) each Contract of all RES Holding and its Subsidiaries that is required to be filed as an exhibit to any of the following Contracts to which the Company RESI Public Filings, (ii) any other Contract of RES Holding or any of its Subsidiaries is a party containing covenants not to compete, employee non-solicitation or no-hire covenants, or otherwise has materially limiting the freedom of RES Holding and its Subsidiaries to engage in any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by line of business or to the Company compete with any Person, (iii) any other Contract of RES Holding or any of its Subsidiaries constituting a material employment agreement or a collective bargaining or other agreement with a labor organization or other representative of more than $50,000; (ii) each Contract relating to IndebtednessRES Holding and its Subsidiaries employees, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or any other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company RES Holding or any of its Subsidiaries with or for the benefit of any Affiliate of RES Holding (other than with or among its Subsidiaries) or, to the Company or with Republic Parties' Knowledge, any current or former immediate family member of any officer, director director, employee or stockholder equityholder of the Company RES Holding or any of its Affiliates or any Affiliate thereof and (v) any other Contract of RES Holding or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grantsmaterial indebtedness, funding financing arrangements or other forms guarantees of assistance received by the Company or any of its Subsidiaries from any Governmental Authorityindebtedness; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies With respect to the Contracts identified in Section 8.13(a) of the Contracts listed (or required Disclosure Letter, to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are Republic Parties' Knowledge: (i) each Contract is in full force and effecteffect and is valid and enforceable in accordance with its terms, subject except to the Remedies Exceptionextent that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other laws relating to or affecting creditors' rights generally and by general equity principles, (ii) RES Holding has made available to USS/Kobe and BarTech a copy of each such Contract, (iii) RES Holding and its Subsidiaries are in compliance with all material terms and requirements of such Contracts, and (iiiv) represent the valid RES Holding and binding obligations of the Company its Subsidiaries have not given to or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, received from any other party thereto is in breach of Person any written notice regarding any actual or alleged material violation or default under of any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Section 4.12 4.12(a) of the Company Disclosure Schedule Letter contains a listing list of all Contracts described in clauses (i) through (xiv) of this Section 4.12(a) to which, as of the following Contracts to which date of this Agreement, the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than the Company Benefit Plans covering more than one individual):(all such Contracts as described in clauses (i) through (xiv), collectively, the “Specified Contracts”). True, correct and complete copies of the Specified Contracts have been made available to SPAC. (i) each Each Contract with any of the top ten vendors (calculated based on the aggregate consideration paid by the Company and its Subsidiaries thereto for the calendar year ended December 31, 2020); (ii) Each Contract relating to Indebtedness having an outstanding principal amount in excess of $1,000,000; (iii) 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 $500,000 and with respect to which there are any material ongoing obligations; (iv) Each joint venture (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company and its Subsidiaries, taken as a whole; (v) Each Contract requiring capital expenditures in a single transaction for the Company or any of its Subsidiaries after the date of this Agreement in an amount in excess of $1,000,000; (vi) Each material license or other material agreement under which the Company or any of its Subsidiaries (x) is a licensee with respect to any item of material Licensed Intellectual Property (excluding click-wrap and shrink-wrap licenses and licenses for off-the-shelf software and other software that is commercially available on standard terms to the public generally and open source licenses), (y) is a licensor or otherwise grants to a third party any rights to use any item of material Owned Intellectual Property, in each case, other than non-exclusive licenses or sublicenses granted in the ordinary course of business, or (z) is a party and that otherwise materially affects the Company’s or its Subsidiaries’ ownership of or ability to use, register, license or enforce any material Owned Intellectual Property (including concurrent use agreements, settlement agreements and consent to use agreements but other than licenses excluded under clause (x) above); (vii) Each collective bargaining agreement or other labor Contract with any labor union, labor organization or works council or any arrangement with an employer organization (each a “CBA”); (viii) 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; (ix) 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; (x) Each Affiliate Agreement; (xi) 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 that would reasonably anticipates will involve annual payments be expected to be material to the Company and its Subsidiaries (taken as a whole) or consideration furnished (B) prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect, except, in each case, as provided for in the Franchise Agreements; (xii) Each Contract that contains any exclusivity, “most favored nation,” minimum use or supply requirements or similar covenants, except, in each case, as provided for in the Franchise Agreements; (xiii) Each Contract entered into primarily for the purpose of interest rate or foreign currency hedging; and (xiv) 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, license or otherwise) pursuant to which (A) payment obligations by or to the Company or any of its Subsidiaries of more than $50,000; remain outstanding or (iiB) each Contract relating to Indebtednessany earn-out, including the borrowing of money, deferred or mortgaging, pledging contingent payment obligations remain outstanding (excluding acquisitions or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into dispositions in the ordinary course of business and set forth consistent with past practice or of assets that are obsolete, worn out, surplus or no longer used in the conduct of the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect;business). (ixb) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; Except (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Mergerextent that any Specified Contract or Company Lease expires, Buyer terminates or any is not renewed following the date of its Affiliates) may engage, (B) this Agreement upon the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate expiration of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate stated term thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required for such failures to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to legal, valid and binding or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the in full force and effect as would not have a Material Adverse Effect, each Specified Contract and Company Disclosure Schedule are Lease is (i) in full force and effect, subject to the Remedies Exception, effect and (ii) represent represents the legal, valid and binding obligations of the Company or one or more of its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Neither Except where the occurrence of such breach or default or failure to perform would not have a Material 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 the Specified Contracts and the Company Leases and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Specified Contract or Company Lease, (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 Contract. To Specified Contract or Company Lease, and (z) to the Knowledge of the Company, no event has occurred which, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Specified Contract or Company Lease 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) Section 4.12 of the Company Disclosure Schedule 4.12(a) contains a listing of all Contracts (other than purchase orders) described in clauses (i) through (ix) below to which, as of the following Contracts to which date of this Agreement, the Company or any one or more of its Subsidiaries is a party or otherwise has by which any remaining rights of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 4.12(a) have been delivered to or obligations (other than Company Benefit Plans covering more than one individual):made available to Acquiror or its agents or representatives. (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000employee collective bargaining Contract; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, from a third party, any party Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (of the Company and its Subsidiaries, taken as a whole, other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are commercially available on standard reasonable terms to the public generally, in each case of (x) and (y) generally with license, maintenance, support and other fees less than $10,000 1,000,000 per yearyear or (B) licenses to a third party to use Owned Intellectual Property or Owned Company Software (other than any licenses granted to customers, suppliers or service providers in the ordinary course of business); (iii) any Contract which restricts in any material respect or contains any material limitations on the ability of the Company or its Subsidiaries to compete in any line of business or in any geographic territory; (iv) any Contract under which the Company or its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness or (C) extended credit to any Person (other than (1) intercompany loans and advances and (2) standard employee and consultant assignment agreements customer payment terms in the form made available to Buyerordinary course of business), in each case of clauses (A), (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or and (C), in an amount in excess of $20,000,000 of committed credit; (v) has agreed to indemnify any principal transaction Contract entered into in connection with a third party against any claim completed acquisition or disposition by the Company or its Subsidiaries since December 31, 2016 involving consideration in excess of infringement, violation or misappropriation $25,000,000 of any Intellectual PropertyPerson or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner); (vi) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $5,000,000 or, together with all related Contracts, in excess of $25,000,000, in each case, other than sales or purchases in the ordinary course of business consistent with past practices and sales of obsolete equipment; (vii) any Contract not made in the ordinary course of business and not disclosed pursuant to any other clause under this Section 4.12 and expected to result in revenue or require expenditures in excess of $5,000,000 in the calendar year ended December 31, 2018 or any subsequent calendar year; (viii) any Contract between the Company or its Subsidiaries, on the one hand, and any of Company’s shareholders, on the other hand, that will not be terminated at or prior to the Closing; and (ix) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole. (b) True and complete copies Except for any Contract that has terminated or will terminate upon the expiration of the Contracts listed (or required stated term thereof prior to be listed) on Section 4.12 the Closing Date, with respect to any Contract of the Company Disclosure Schedule have been delivered to type described in Section 4.12(a), whether or made available to Buyer or its representatives. All of the Contracts not set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are 4.12(a), (i) such Contracts are in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Neither the Company nor, and, to the Knowledge knowledge of the Company, are enforceable by the Company or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017, neither the Company nor its Subsidiaries have received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To , (iv) to the Knowledge 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 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)) and (v) since December 31, 2017 through the date hereof, neither the Company nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule contains a listing of all of the following Contracts has made available to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):Buyer: (i) each Applicable Contract that the Company reasonably anticipates will involve annual payments involves performance of services or consideration furnished delivery of goods or materials by one or to the Company or any of its Subsidiaries of more than $50,000Company; (ii) each Applicable Contract relating that involves performance of services or delivery of goods or materials to Indebtedness, including the borrowing one or more Company of money, an amount or mortgaging, pledging or otherwise placing a Lien on any assets value in excess of the Company or any of its Subsidiaries$5,000; (iii) each Applicable Contract for that was not entered into in the acquisition Ordinary Course of any Person Business and that involves expenditures or any business division thereof receipts of one or the disposition more Company in excess of any material assets of the Company or any of its Subsidiaries$5,000; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property; (v) each licensing agreement or other Applicable Contract providing for any royaltywith respect to patents, milestone or similar payments bytrademarks, copyrights, or owed toother intellectual property, including agreements with current or former employees, consultants, or contractors regarding the Company appropriation or the non-disclosure of any of its Subsidiaries on or after the date hereofIntellectual Property Assets; (vi) each joint venture Contractventure, partnership agreement partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or limited liability company agreement liabilities by the Company with a third partyany other Person; (vii) each Applicable Contract requiring capital expenditures after containing covenants that in any way purport to restrict the date business activity of this Agreement the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in an annual amount in excess any line of $20,000business or to compete with any Person; (viii) each Applicable Contract in which the Company providing for payments to or by any of its Subsidiaries is subject to noncompetition Person based on sales, purchases, or non-solicitation (profits, other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectdirect payments for goods; (ix) each (A) employment Contract (excluding offer letters for at-will employment power of attorney that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) is currently effective and outstanding; (x) each Contract, plan, policy Applicable Contract entered into other than in the Ordinary Course of Business that contains or program providing provides for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusesan express undertaking by the Company to be responsible for consequential damages; (xi) each settlement Applicable Contract settling claims against the Company or any for capital expenditures in excess of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)$5,000; (xii) each Contract which contains any provisions written warranty, guaranty, and or other similar undertaking with ongoing obligations requiring respect to contractual performance extended by the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into than in the ordinary course Ordinary Course of business);Business; and (xiii) each Contract containing covenants materially limiting amendment, supplement, and modification (Awhether oral or written) the types in respect of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyforegoing. (b) True and complete copies To the knowledge of the Contracts listed (Company, each Contract identified or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forthin Part 3.13(a) on Section 4.12 of the Company Disclosure Schedule are (i) above is in full force and effecteffect and is valid and enforceable in accordance with its terms. (c) There are no renegotiations of, subject attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company under current or its Subsidiary or Subsidiaries party thereto completed Contracts with any Person and, to the Knowledge of the Company, represent the valid Company and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, no event such Person has occurred which, individually or together with other events, would reasonably be expected to result in a breach of or a default under any made written demand for such Contract (in each case, with or without notice or lapse of time or both)renegotiation.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule contains a listing of all of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):4.24 (i) each Contract that the Company reasonably anticipates will involve annual payments contract or consideration furnished arrangement currently in effect involving performance of services or delivery of goods or materials by or to the Company or any of its Subsidiaries of more than an amount or value in any fiscal year in excess of $50,0005,000,000; (ii) each Contract relating to Indebtednessnote, debenture, other evidence of indebtedness, guarantee, loan, letter of credit, surety bond or financing agreement or instrument or other contract for money borrowed, including the borrowing of moneyany agreement or commitment for future loans, credit or mortgaging, pledging or otherwise placing a Lien on any assets of financing entered into by the Company or any of its SubsidiariesSubsidiaries evidencing Indebtedness in excess of $500,000, individually or in the aggregate; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement agreement, and other contract or other Contract that, in each case, provides for arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal propertyproperty and involving payments in any fiscal year in excess of $500,000; (iv) each licensing agreement or other agreement with respect to any material Propriety Right; (v) each Contract providing for collective bargaining agreement or other agreement to or with any royaltylabor union or other employee representative of a group of employees relating to wages, milestone or similar payments by, or owed to, the Company or any hours and other conditions of its Subsidiaries on or after the date hereofemployment; (vi) each joint venture Contractagreement, partnership agreement agreement, or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remunerationagreement (however named) ; (x) each Contractinvolving a sharing of profits, planlosses, policy costs or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into liabilities by the Company or any of its Subsidiaries with any Affiliate other Person; (vii) each agreement that commits capital expenditures after the date hereof in an amount in excess of $500,000; (viii) each written warranty, guaranty or other similar undertaking with respect to contractual performance of a third person extended by the Company or with any current or former officer, director or stockholder of its Subsidiaries other than in the ordinary course of business; (ix) each contract containing covenants which in any way purport to limit the freedom of the Company or any of its Subsidiaries or any Affiliate thereof;of the Company or any Subsidiary to engage in any line of business, other than the Business (other than leases that limit the operations or activities of the Company, any of its Subsidiaries or any Affiliate of the Company or any Subsidiary at specific facilities), or to compete with any Person; and (xvx) each Contract relating to grants, funding material contract entered into other than in the ordinary course of business that contains or other forms of assistance received provides for an express undertaking by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertybe responsible for consequential damages. (b) Schedule 4.24(a) sets forth the parties to the Contracts, the name of ---------------- the Contract and the date thereof. True and complete correct copies of each written Contract have been made available to the Purchasers. (c) Except as set forth on Schedule 4.24(c), each of the Contracts listed ---------------- on Schedule 4.24 (or required to be listeda) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) is in full force and effect, subject to the Remedies Exception, and (ii) represent represents the ---------------- legally, valid and binding obligations of the Company or its the Subsidiary or Subsidiaries of the Company party thereto andand is enforceable against the Company or such Subsidiary in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and general equitable principles), and (iii) to the Knowledge of the Company, represent the legally, valid and binding obligations of the other parties theretothereto and are enforceable against such parties in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and general equitable principles). Neither Except as set forth on Schedule 4.24(c), and to the Company nor---------------- Knowledge of the Company, no condition exists or event has occurred which, with notice or lapse of time or both, would constitute a material default or a basis for force majeure or the claim of excusable delay or nonperformance under such Contracts. (d) Except as set forth on Schedule 4.24(d), there are no renegotiations ---------------- of, or, to the Knowledge of the Company, threats to renegotiate any other party thereto is in breach material amounts paid or payable to the Company or any of its Subsidiaries under the Contracts, with any Person having the contractual or default under any statutory right to demand or require such Contractrenegotiation. Neither To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has received any claim or notice written demand for such renegotiation in respect of breach of or default under any such Contract. To Except as set forth on Schedule -------- 4.24(d), no customer has delivered written notice to the Company asserting that ------- any material adjustments are required to the terms of any Contracts. (e) Except as specifically noted on Schedule 4.6, no notice, consent or ------------ approval of any party to any Contract is required in connection with the transactions contemplated hereby. (f) Except as set forth on Schedule 4.24(f), neither the Company nor any of ---------------- its Subsidiaries has committed any act or omission which would result in, and there has been, to the Knowledge of the Company, no event has occurred whichoccurrence which would give rise to, individually any material product liability or together with other events, would reasonably be expected to result in a liability for breach of warranty on the part of the Company or any of its Subsidiaries not fully covered by the Company's insurance or assumed by a default under any third party who the Company reasonably believes has adequate resources to pay such Contract claims (excluding costs of administering supplier warranty programs incurred in each case, with or without notice or lapse the ordinary course of time or both)business) other than liabilities the claims relating to which have been barred by the applicable statute of limitations.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 3.12 attached hereto contains a listing of all Contracts described in clauses (i) through (xi) below to which, as of the following Contracts to which the date of this Agreement, any Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):party, true, correct and complete copies of which have been previously made available to Acquiror, including all amendments and modifications thereto. (i) each Each Contract (other than (x) purchase orders entered into in the ordinary course of business and (y) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 3.12(a)) that the Company Sellers reasonably anticipates anticipate will involve annual aggregate payments or consideration furnished by or to the any Company or any of its Subsidiaries of more than $50,0001,000,000 in any calendar year; (ii) each Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed or other Indebtedness, or security agreement or other Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing granting of a Lien on (including pursuant to any assets credit support or similar obligation), including any agreement or commitment for future loans, credit or financing or Liens, in each case other than obligations under capital lease agreements of the Company or any of its Subsidiariesless than $250,000; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof or the disposition of any material assets of any Company (other than sales of inventory in the Company ordinary course of business), in each case, involving payments in excess of $1,000,000, other than Contracts in which the applicable acquisition or any of its Subsidiariesdisposition has been consummated and there are no material obligations ongoing; (iv) each Each lease, rental or occupancy agreement, real property license, installment and or conditional sale agreement or other Contract that, in each case, that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyproperty and (y) involves aggregate payments in excess of $1,000,000 in any calendar year; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each Each joint venture Contractagreement, partnership agreement or limited liability company agreement with a third partyagreement; (viivi) each Each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,0001,000,000 in any calendar year; (vii) Each Contract expressly prohibiting or restricting in any material respect the ability of any Company to engage in any business, to operate in any geographical area or to compete with any Person; (viii) each Contract in Each material license agreement under which the Company is a licensor or any licensee of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectIntellectual Property (excluding licenses in respect of commercially available “off-the-shelf software”); (ix) each (A) employment Each Contract (excluding offer letters for at-will employment that do not provide for severance under which it has advanced or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries loaned monies to indemnify any other party Person or otherwise agreed to advance, loan or invest any funds (excluding indemnities contained in Contracts for other than advances to the purchase, sale or license of products or services entered into Companies’ employees in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf other than obligations under capital lease agreements of the Company less than $250,000; (x) Each Contract that is a collective bargaining agreement or any of its Subsidiariesother agreement with any labor organization; and (xviixi) each Any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which which, after the Company or any date of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third partythis Agreement, any Intellectual Property used Company would reasonably be expected to be required to make payments in connection with the Exploitation excess of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements 1,000,000 in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyaggregate. (b) True and complete copies Except as set forth on Schedule 3.12(b) attached hereto, all of the Contracts listed (or required to be listedlisted pursuant to Section 3.12(a) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forthcollectively, “Material Contracts”) on Section 4.12 of the Company Disclosure Schedule are (i) are in full force and effect, effect (subject to the Remedies Exception, expiring in accordance with their terms) and (ii) represent the legal, valid and binding obligations of and are enforceable against the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the CompanySellers, represent the legal, valid and binding obligations of and are enforceable against the other parties thereto, in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Neither Except as set forth on Schedule 3.12(b) attached hereto, (x) none of the Company Companies nor, to the Knowledge knowledge of the CompanySellers, any other party thereto is in material breach of or material default under under, or has failed to perform any such material obligations required to be performed by it under, any Material Contract. Neither , (y) as of the date hereof, no Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Material Contract. To , and (z) to the Knowledge knowledge of the CompanySellers, no event has occurred whichoccurred, which individually or together with other events, would reasonably be expected to result in a material breach of or of, a material default under or permit the termination, modification or acceleration of any such material obligation under, any Material Contract (in each case, with or without notice or lapse of time or both). (c) The Business (as presently conducted and as presently proposed to be conducted) does not violate, conflict with or breach the non-compete and similar provisions of any Contract set forth on Schedule 3.12(c) attached hereto.

Contracts; No Defaults. (a) Section 4.12 4.13(a) of the Company Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xv) below to which, as of the following date of this Agreement, the Business Entities are a party or by which they are bound, other than a Benefit Plan. True, correct and complete copies of the Contracts listed on Section 4.13(a) of the Company Disclosure Letter have previously been delivered to which or made available to Acquiror or its agents or representatives, together with all amendments thereto. (i) Any Contract with any of the Top Customers or the Top Vendors; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by Inpixon, the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to IndebtednessSubsidiaries, including any agreement or commitment for future loans, credit or financing and any agreement pursuant to which the borrowing of money, or mortgaging, pledging or otherwise placing Business Entities granted a Lien on its assets, whether tangible or intangible, to secure any assets Indebtedness, in each case, in excess of the Company or any of its Subsidiaries$100,000; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof or the disposition of any material assets of the Business Entities in the last five (5) years, in each case, involving payments in excess of $100,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, or (B) between the Company or any of and its wholly-owned Subsidiaries; (iv) each Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Contract that, in each case, that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyproperty that involves aggregate payments in excess of $100,000 in any calendar year; (v) each Each Contract providing for any royaltyinvolving the formation of a (A) joint venture, milestone or similar payments by(B) partnership, or owed to(C) limited liability company (excluding, in the case of clauses (B) and (C), any wholly-owned Company or any of its Subsidiaries on or after the date hereofSubsidiary); (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation Contracts (other than employment agreements, employee confidentiality agreements with customers and invention assignment agreements, individual consulting or advisor agreements, equity or incentive equity documents and Governing Documents) between the Company and the Company Subsidiaries, on the one hand, and Affiliates of the Company or any of its the Company Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts (other than the Company or any of its the Company Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company Subsidiaries, the members or stockholders of the Company or any of the Company Subsidiaries, any employee of the Company or any of the Company Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with each current employee or individual independent contractor of the Company or the Company Subsidiaries with annual base compensation in excess of $100,000, and service agreements with each director of the Company; (viii) Contracts containing covenants of the Company or any of the Company Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company 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 Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (ix) each Any collective bargaining (Aor similar) employment agreement or Contract (excluding offer letters for at-will employment that do not provide for severance between the Company or for advance notice any of termination or for the Company Subsidiaries, on one hand, and any change of controllabor union, transactionlabor organization, retention works council, or other special remuneration) body representing employees of the Company or any of the Company Subsidiaries, on the other hand; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Each Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract license agreements, coexistence agreements, and agreements with covenants not to sue, but not including (1) non-disclosure agreements or (2) ancillary trademark licenses incident to marketing, printing or advertising Contracts, in connection with which any employment-related claim is settled); each case of (xii1) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services 2) entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which any Business Entity (i) grants to a third Person the right to use Company IP (other than Contracts granting nonexclusive rights to customers to use the Company Products on terms that do not materially differ from the standard forms of the Enterprise Apps Business previously delivered to or any of made available to Acquiror or its Subsidiaries agents or representatives, together with all amendments thereto) or (Aii) licenses from, or has otherwise been assigned, transferred or is granted any covenant not to assert by, by a third party, any Person the right to use Intellectual Property used or held for use in connection with the Exploitation operation of any Company Regulated Product that is material to the Company’s business Enterprise Apps Business (other than (1) (x) click-wrap, shrink-wrap and Contracts granting nonexclusive rights to use commercially available off-the-shelf software licenses, that is not used in the Company Products and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees involves aggregate payments less than $10,000 per 100,000 in any calendar year and Open Source Licenses); (xi) Each Contract requiring capital expenditures by any of the Business Entities after the date of this Agreement in an amount in excess of $100,000 in any calendar year; (xii) and Any Contract that (2A) standard employee and consultant assignment agreements in the form made available grants to Buyer, any third Person any “most favored nation rights” or other preferential pricing term rights or (B) has licensedgrants 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 any of the Business Entities in excess of $100,000 in any calendar year; (xiii) Contracts granting to any Person (other than the Company or the Company Subsidiaries) a right of first refusal, assigned, sold first offer or transferred similar preferential right to a third party, purchase or otherwise granted acquire equity interests in the Company or any of the Company Subsidiaries; and (xiv) Any outstanding written commitment to a third party, enter into any right or covenant not to assert under any Company Intellectual Property, or Contract of the type described in subsections (Ci) has agreed to indemnify a third party against any claim through (xiv) of infringement, violation or misappropriation of any Intellectual Propertythis Section 4.13(a). (b) True and complete copies Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Closing Date, all of the Contracts listed (or required pursuant to be listedSection 4.13(a) on Section 4.12 of in the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule Letter are (i) in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of Inpixon, the Company or the Company Subsidiary party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations of the counterparties thereto. Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the business of the Business Entities, taken as a whole, Inpixon, the Company or its Subsidiary or and the Company Subsidiaries party thereto andhave performed in all respects all respective obligations required to be performed by them to date under such Contracts listed pursuant to Section 4.13(a) and none of Inpixon, the Company, the Company Subsidiaries, or, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither During the last twelve (12) months, none of (y) Inpixon, the Company nor or any of its the Company Subsidiaries has received any written claim or written notice of termination or breach of or default under any such Contract. To , and (z) to the Knowledge knowledge of the Company, no event has occurred which, 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 Inpixon, the Company or the Company 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), except in each case, where the occurrence of the foregoing (i) would not have, or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Inpixon and the Company to enter into and perform their obligations under this Agreement or (ii) be material to the Business Entities, taken as a whole.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 4.13(a) contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the following date hereof, the Company or one or more of its Subsidiaries is a party or by which any of their respective assets or properties are bound. True, correct and complete copies of the Contracts listed or required to which be listed on Schedule 4.13(a) have been provided to or made available to Acquiror or its Representatives. (i) any Contract with an employee or independent contractor of the Company or any of its Subsidiaries is a party who resides primarily in the United States which, upon the consummation of the transactions contemplated by this Agreement, will (either alone or otherwise has upon the occurrence of any remaining rights additional acts or obligations events) result in any material payment or benefits (other than Company Benefit Plans covering more than one individual): (iwhether of severance pay or otherwise) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of moneybecoming due, or mortgagingthe acceleration or vesting of any rights to any material payment or benefits, pledging or otherwise placing a Lien on any assets of from the Company or any of its Subsidiaries; (iiiii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each leaseemployment, rental or occupancy agreementseverance, real property licenseretention, installment and conditional sale agreement change in control or other Contract that, (excluding customary form offer letters and other standard form agreements entered into in each case, provides for the ownership of, leasing of, title to, use of, or ordinary course of business) with any leasehold employee or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers individual independent contractor of the Company or any of its Subsidiaries entered into in the ordinary course who receives annual base cash salary of business and set forth in the Company’s standard terms and conditions of sale $150,000 or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectmore; (ixiii) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) collective bargaining agreement; (xiv) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any material Intellectual Property used in connection with owned by the Exploitation Company or any of its Subsidiaries to any Company Regulated Product Person or licenses Intellectual Property from any Person that is material to the Company’s business (of the Company and its Subsidiaries, taken as a whole, in each case, other than (1) (xA) click-wrap, shrink-wrap and off-the-shelf software licenses, or similar licenses and (yB) any other software licenses for Software that are is commercially available on standard reasonable terms to the public generally, in each case of (x) and (y) generally with license, maintenance, support and other fees of less than $10,000 25,000 per year; (v) any Contract that restricts in any material respect, or contains any material limitations on, the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic territory; (vi) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness or (C) extended credit to any Person (other than (1) intercompany loans and advances and (2) standard employee and consultant assignment agreements customer payment terms in the form made available ordinary course of business), in each case in this clause (C), in an amount in excess of $150,000 of committed credit; (vii) each Contract entered into in connection with a completed material acquisition or disposition by the Company or any of its Subsidiaries since January 1, 2019 of any Person or any business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person, division or business or by any other manner); (viii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to Buyerall sales or purchases thereunder, in excess of $150,000 or, together with all related Contracts, in excess of $250,000, in each case, other than (A) sales or purchases in the ordinary course of business consistent with past practice and (B) has licensedsales of obsolete equipment; (ix) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, assigned, sold or transferred to a third party, or otherwise granted to a third partyin each case, any right tangible property (other than real property), owned by any other Person, except for any lease or covenant agreement under which the aggregate annual rental payments do not exceed $150,000; (x) any Contract not disclosed pursuant to assert any other clause under any this Section 4.13(a) and the performance of which requires either (A) annual payments to or from the Company Intellectual Property, or its Subsidiaries in excess of $150,000 or (CB) has agreed aggregate payments to indemnify or from any the Company or its Subsidiaries in excess of $250,000 over the life of the agreement and, in each case, which are not terminable by the Company or its Subsidiaries without penalty upon less than thirty (30) days’ prior written notice; (xi) any Contract with any Governmental Authority; (xii) other than any offer letter or employment agreement set forth on Schedule 4.14(a), any Contract between the Company or any of its Subsidiaries, on the one hand, and any of Company Stockholders, on the other hand, that will not be terminated at or prior to the Closing; and (xiii) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that is material to the business of the Company and its Subsidiaries, taken as a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertywhole. (b) True and complete copies Except for any Contract that has terminated or will terminate upon the expiration of the Contracts listed (or required stated term thereof prior to be listed) on Section 4.12 the Closing Date, with respect to any Contract of the Company Disclosure Schedule have been delivered to type described in Section 4.13(a), whether or made available to Buyer or its representatives. All of the Contracts not set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are 4.13(a), (i) such Contracts are in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Neither the Company nor, and, to the Knowledge knowledge of the Company, are enforceable by the Company or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto is in material breach of or material default under (or would be in material breach of or material default under but for the existence of a cure period) any such Contract. Neither , (iii) since January 1, 2019, neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract. To , (iv) to the Knowledge knowledge of the Company, no event has occurred whichthat, 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 by the Company or any of 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), and (v) since January 1, 2019, neither the Company nor any of its Subsidiaries has received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Section 4.12 Subject to restrictions on the disclosure of the Company Disclosure confidential information, Schedule 2.5 contains a listing list of all of the following Contracts described in clauses (i) through (ix) below to which Seller is a party, other than any such Contract (a) which will be terminated at or prior to the Company Closing or (b) as to which neither Purchaser nor any of its Subsidiaries is a party or otherwise has will have any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that liability following the Company reasonably anticipates will involve annual payments or consideration furnished by or Closing, to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating extent that such Contracts relate to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets operation of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each leaseBusiness. True, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True correct and complete copies of the Contracts listed contracts referred to in clauses (or required to be listedi)-(ix) on Section 4.12 of the Company Disclosure Schedule below have been delivered to or made available to Buyer Purchaser or its agents or representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are . (i) Each Contract providing for the performance of services or the delivery of goods and/or materials by or to Seller entered into outside the ordinary course of business of Seller and which provides for consideration to be furnished to or by Seller of value in excess of $250,000 in any one year; (ii) Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed, including any agreement or commitment for future loans, credit or financing; (iii) Each lease, rental or occupancy agreement involving aggregate payments in excess of $250,000 in any one year; (iv) Each material licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of Intellectual Property, other than customary employee, vendor and other non-disclosure agreements; (v) Each joint venture agreement, partnership agreement or limited liability company agreement; (vi) Each Contract that limits the right of Seller to compete in any industry or geographic area; (vii) Each Contract which obligates Seller to clean-up or remediate any environmental contaminants; and (viii) Each Contract relating to the acquisition or disposition by Seller of any material business. (b) Except as set forth on Schedule 2.5, (i) the Contracts listed pursuant to Section 2.5(a) hereof are in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto such Contracts are enforceable against Seller and, to the Knowledge knowledge of the CompanySeller, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, subject to the Knowledge applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject to general principles of the Company, any other party thereto is in breach of equity and (iii) no condition exists or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both), would constitute a default by Seller under the Contracts listed pursuant to paragraph (a) of this Section 2.5, or, to the knowledge of Seller, any other party thereto, except where the occurrence of such event or existence of any such condition would not have a material adverse effect on the business, operations or financial condition of Seller.

Contracts; No Defaults. (ai) Section 4.12 Schedule 6(m) of the Company Disclosure Schedule contains a listing of all an accurate list, and the Company has delivered to Purchaser accurate and complete copies of, each of the following Contracts contracts, agreements, instruments, leases, subleases, licenses, deeds, mortgages, purchase orders, commitments, arrangements or undertakings, written or oral (“Contracts”), to which or by the Company or any of its Subsidiaries is a party or otherwise has any remaining rights bound that relates to the assets or obligations (other than Company Benefit Plans covering more than one individual):operation of the Business: (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000; (iiA) each Contract relating to Indebtednessthe acquisition or divestiture of equity securities, including assets or business of any person or entity; (B) each Contract for the employment of any officer, individual employee or other person on a full-time or consulting basis (other than Contracts for at will employment that are not in writing); (C) each agreement, promissory note, indenture, mortgage or security agreement relating to the borrowing of money, money or to mortgaging, pledging or otherwise placing a Lien lien or other Encumbrance on any portion of the assets of the Company or any of its SubsidiariesCompany; (iiiD) each guaranty of any obligation for borrowed money; (E) each lease or agreement under which the Company is lessee of, or holds or operates any personal property owned by any other person or entity other than general office equipment or other immaterial personal property used in the Business; (F) each lease or agreement under which the Company is lessor of or permits any third party to hold or operate any property, real or personal; (G) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license purchase of products or services entered into other than purchase orders executed in the ordinary course of business); (xiiiH) each Contract containing covenants materially limiting for the sale of products or services other than purchase orders executed in the ordinary course of business; (AI) the types of business in each agency, distributor, sales representative, franchise or similar agreement to which the Company or is a party; (J) each Contract between the Company and any of its Subsidiaries (orshareholders, after giving effect to the First Mergerdirectors, Buyer or any of its Affiliates) may engageofficers, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercializeemployees and affiliates; (xivK) each Contract which expressly prohibits the Company from freely engaging in business anywhere in the world; or (L) each Contract entered into by outside of the ordinary course of business, consistent with past practices. (ii) Except as set forth on Schedule 6(m): (A) each Contract is a valid, binding and enforceable agreement against the Company or any and, to Sellers’ knowledge, the other parties thereto in accordance with their terms (subject to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and general principles of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereofequity); (xvB) each no consent, authorization or approval is required under any Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation consummation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or transactions contemplated by this Agreement; (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) is not in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in material breach of or in material default under the terms of any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company; (D) to Sellers’ knowledge, no condition exists or 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 (in each case, that with or without notice or lapse the passage of time or both, would constitute a material breach of or a material default under any Contract by the Company; (E) to Sellers’ knowledge, no other party to any such Contract has breached any material provision or is in material default under any Contract (F) the Company has not given or received, at any time since December 31, 2010, any notice or other communication (whether written or oral) regarding any actual, alleged or potential violation or breach of, or default under, any of the Contracts; and (G) there are no pending renegotiations of any of the Contracts and the Company has not received written notice from, and the Company has no knowledge that a party to any Contract intends to, terminate, cancel or materially change the terms of, any such Contract. (iii) Except as set forth on Schedule 6(d) or Schedule 6(m), and any Contracts between the Company, Company Subsidiaries and any Sellers or B’Prod SARL, the continuation, validity and effectiveness of each material Contract will not be affected by the consummation of the transactions contemplated by this Agreement.

Contracts; No Defaults. (a) Section 4.12 4.11(a) of the Company Sellers Disclosure Schedule contains a listing of all Contracts (or group of related Contracts) described in clauses (i) through (xvi) below to which, as of the following Contracts date of this Agreement, either of the Target Companies is a party, by which any of their respective properties or assets are bound or pursuant to which the either Target Company is an obligor or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (beneficiary, other than the Company Benefit Plans covering more than one individual):and Target Benefit Plans listed in Sections 4.12(a) or 4.12(b) of the Sellers Disclosure Schedule (such listed Contracts, the “Material Contracts”). True, correct and complete copies (as amended to date) (in the case of each written Contract) or an accurate and complete written summary (in the case of each oral Contract) of the Material Contracts have been previously made available to Purchaser. (i) any Contract or plan with any Target Business Employee, including any stock option plan, stock appreciation rights plan or stock purchase plan, or any plan providing similar equity awards, for which any benefits payable by any Target Entity will be increased, or for which the vesting of benefits will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (or any events following the Closing Date, contingent or otherwise), or for which the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ii) any fidelity or surety bond or completion bond; (iii) any Contract for the lease of real or personal property having base rental payments in excess of $50,000 per year individually; (iv) any Contract of indemnification or guaranty (not including for clarity, customer Contracts); (v) any Contract or commitment other than real property leases relating to capital expenditures involving future payments in excess of $100,000 individually or $250,000 in the aggregate; (vi) any mortgages, bonds, notes, indentures, guarantees, loans or credit agreements, security agreements or other Contracts or instruments relating to the borrowing of money or extension of credit or other material Indebtedness, other than (A) accounts receivables and payables and (B) advances to employees for travel and business expenses, in each case in the Ordinary Course of Business; (vii) any purchase order or Contract for the purchase of materials involving in excess of $50,000 individually; (viii) any Contracts that contain “most favored nation” or similar pricing provisions pursuant to which a party thereto has the right to reduce pricing terms due to pricing terms offered to other customers; (ix) any material distributor, dealer, sales representative, original equipment manufacturer, value added, remarketer, reseller, independent software vendor, joint marketing, strategic alliance, affiliate or other Contract for distribution of the Target Company reasonably anticipates will involve annual payments Products; (x) any Contract or consideration furnished commitment to alter either of the Target Companies’ interest in any Subsidiary of such Target Company, or any corporation, association, joint venture, partnership or business entity in which the Target Companies directly or indirectly holds any interest; (xi) any Contract or commitment (other than Contracts of the type described in other clauses of this Section 4.11(a)) that provides for the payment by or to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into 100,000 in the ordinary course of business aggregate or more and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do is not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)cancelable without penalty within 60 days; (xii) each any Contract which contains materially limiting the freedom of the Target Companies to engage in any provisions with ongoing obligations requiring the Company line of business or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale compete or license of products to develop or services entered into in the ordinary course of business)to distribute or to sell; (xiii) each Contract containing covenants materially limiting (A) any license for the types use of business in which the Company or any of its Subsidiaries (orIntellectual Property, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercializeexcept for licenses for COTS; (xiv) each any covenant not to xxx, settlement agreement or other similar Contract entered into by the Company or relating to any of its Subsidiaries with the Intellectual Property or Technology of any Affiliate of the Target Companies or the Target Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof;Subsidiaries; or (xv) each any Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, granting a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (Lien other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyPermitted Lien. (b) True and complete copies Except as set forth in Section 4.11(b) of the Contracts listed (or required to be listed) on Section 4.12 Sellers Disclosure Schedule, all of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Material Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) are in full force and effect, subject to the Remedies Exception, and (ii) represent the legal, valid and binding obligations of the a Target Company or its a Subsidiary or Subsidiaries party thereto andof a Target Company, and (iii) to the Knowledge knowledge of Sellers, are enforceable by a Target Company or a Subsidiary of a Target Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject to general principles of equity. Except as set forth in Section 4.11(b) of the CompanySellers Disclosure Schedule, represent (A) neither the valid and binding obligations Target Companies nor any of the other parties thereto. Neither the Company their Subsidiaries nor, to the Knowledge knowledge of the CompanySellers, any other party thereto is in material breach of or default under any such provision of any Material Contract. Neither Company , (B) neither the Target Companies nor any of its their Subsidiaries has have received any written claim or notice of material breach of or default under any such Material Contract. To , (C) to the Knowledge knowledge of the CompanySellers, no event has occurred which, which individually or together with other events, would reasonably be expected to result in a material breach of or a default under any Material Contract (in each case, with or without notice or lapse of time or both) by either Target Company or, to the knowledge of Sellers, by any such other party, or give rise to any right of revocation, withdrawal, suspension, acceleration, cancellation, termination, modification, imposition of additional obligations or loss of rights under, result in any payment becoming due under, result in imposition of any Lien other than a Permitted Lien on any of Units or any of the properties or assets of either Target Company or a Subsidiary of a Target Company under, or otherwise give rise to any material right on the part of any Person to exercise any remedy or obtain any relief under such Contract (in each case, with or without notice or lapse of time or both), and (D) none of Sellers or the Target Companies has given or received any claim, notice or other communication alleging any of the above. No Material Contract is under negotiation (nor has written demand for any renegotiation been made) and no party has repudiated any portion of any such Material Contract. (c) To the knowledge of Sellers, no director, agent, employee or consultant or other independent contractor of either Target Company is a party to, or is otherwise bound by, any Contract, including any confidentiality, noncompetition or proprietary rights agreement, with any other Person that in any way adversely affects or will affect (i) the performance of his or her duties for the Target Companies, (ii) his or her ability to assign to any Target Company or a Subsidiary of a Target Company rights to any invention, improvement, discovery or information relating to the businesses of the Target Companies or (iii) the ability of either Target Company to conduct its business as currently conducted or as currently proposed to be conducted.

Contracts; No Defaults. (a) Section 4.12 4.12(a) of the Company Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xvi) below to which, as of the following Contracts to which date of this Agreement, the Company or any of its the Company’s Subsidiaries is a party or otherwise has any remaining rights or obligations (by which they are bound, other than a Company Benefit Plans covering more than one individual):Plan. True, correct and 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 Representatives, together with all amendments thereto. (i) each Each Contract that the Company reasonably anticipates will involve annual involving obligations (contingent or otherwise), payments or consideration furnished by revenues in excess of $800,000 in the twelve months ended December 31, 2022 or to expected obligations (contingent or otherwise), payments or revenues in excess of $800,000 in the next twelve months after the date of this Agreement; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by, or other Indebtedness of, the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtednessthe Company’s Subsidiaries, including the borrowing any other agreement or commitment for future loans, credit or financing, in each case, in excess of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries$100,000; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof 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 $200,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, or (B) solely between the Company and its wholly-owned Subsidiaries; (iv) each Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Contract that, in each case, that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or tangible personal propertyproperty that involves aggregate payments in excess of $100,000 in any calendar year; (v) each Each Contract providing for any royaltyinvolving the formation, milestone establishment, contribution to, or operation of a (A) partnership, (B) corporation, limited liability company or other entity, or (C) joint venture, alliance or similar payments byentity, or owed toinvolving a sharing of profits or losses (including joint development and joint marketing Contracts), the Company or any investment in, loan to or acquisition or sale of its Subsidiaries on the securities, Equity Securities or after assets of any person involving payments of an amount higher than $100,000 (excluding, in the date hereofcase of clauses (A) and (B), any wholly-owned Subsidiary of the Company); (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which Contracts between the Company and its Subsidiaries, on the one hand, and any Company Related Party, on the other hand, which are currently in force or under which any of its Subsidiaries is subject to noncompetition or non-solicitation party thereto has outstanding obligations (collectively, “Related Party Agreements”), other than confidentiality agreements with customers of the (1) Company or any of its Subsidiaries Benefit Plans and (2) travel booking Contracts entered into in the ordinary course of business and set forth consistent with past practice; (vii) Contracts 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, other than any Contracts involving payments of an amount not exceeding $250,000 annually or in the Company’s standard terms and conditions aggregate; (viii) Contracts containing covenants of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its 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; (ix) each (A) employment Any collective bargaining agreement or similar labor-related Contract (excluding offer letters for at-will employment that do not provide for severance between the Company or for advance notice any of termination or for the Company’s Subsidiaries, on one hand, and any change of control, transaction, retention labor union or other special remuneration) similar labor organization representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Each Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection license agreements, coexistence agreements and agreements with which any employmentcovenants not to sue, but not including assignment or transfer agreements, non-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company disclosure agreements or any of its Subsidiaries incidental trademark or other licenses incident to indemnify any other party (excluding indemnities contained in Contracts for the purchasemarketing, sale printing or license of products advertising or services or other agreements entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its the Company’s Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not grants to assert by, a third party, any Person the right to use Intellectual Property used in connection with of the Exploitation of any Company Regulated Product and its Subsidiaries that is material to the Company’s business of the Company and its Subsidiaries, taken as a whole (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or (1B) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole (x) clickother than Contracts granting non-wrap, shrink-wrap and exclusive rights to use commercially available off-the-shelf software licenses, and Open Source Licenses); (yxi) Each Contract requiring capital expenditures by the Company or any other software licenses of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $200,000 in any calendar year; (xii) Any Contract that are available on standard terms (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 public generallyCompany and its Subsidiaries in excess of $500,000 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) Contracts in connection with the waiver, compromise, or settlement of any Legal Proceedings involving payment of an amount greater than $100,000 that remains outstanding as of the date of this Agreement; (xv) Contracts with a Governmental Authority or sole-source supplier of any product or service (other than utilities), in each case involving payments of (x) and (y) with license, maintenance, support and other fees less an amount higher than $10,000 per year100,000; and (xvi) and Any outstanding written commitment to enter into any Contract of the type described in subsections (2i) standard employee and consultant assignment agreements in the form made available to Buyer, through (Bxi) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertythis Section 4.12(a). (b) True and complete copies Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Acquisition Closing Date, all of the Contracts listed (or required pursuant to be listedSection 4.12(a) on Section 4.12 of in the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule Letter are (i) in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its the Subsidiary or Subsidiaries of the Company party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties counterparties thereto. Neither Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the 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 Contracts listed pursuant to Section 4.12(a) and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither , (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 Contract. To , and (z) to the Knowledge knowledge of the Company, no event has occurred which, which individually or together with other events, has or would reasonably be expected to result in a breach of or a default under any such Contract by the Company or any of 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) Section 4.12 Part 2.16(a) of the Company Disclosure Schedule contains a listing of all lists as of the following Contracts date hereof, and, except to which the extent filed in full without redaction as an exhibit to a Filed Company SEC Report, the Company has made available to Parent copies of each Acquired Corporation Contract and other instrument or document (including any amendment to any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individualthe foregoing): (i) each Contract that described in paragraphs (b)(3), (b)(4), (b)(9) or (b)(10) of Item 601 of Regulation S-K of the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000SEC; (ii) each Contract relating to Indebtednesswith any director, including the borrowing of money, executive officer or mortgaging, pledging or otherwise placing a Lien on any assets Affiliate of the Company or any of its SubsidiariesCompany; (iii) each Contract evidencing, governing or relating to indebtedness for the acquisition borrowed money in excess of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries;$500,000, (iv) each lease, rental not entered into in the Ordinary Course of Business that involves expenditures or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, receipts in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyexcess of $1,000,000; (v) each Contract providing for that in any royalty, milestone or similar payments by, or owed to, way purports to limit the Company freedom of any Acquired Corporation or any of its Subsidiaries on their affiliates to engage in any line of business or after the date hereofto compete with any Person or in any geographic area or to hire or retain any Person; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with that is a third partyBenefit Plan; (vii) each Contract requiring capital expenditures after the date providing for indemnification of this Agreement in an annual amount in excess of $20,000any officer, director or employee; (viii) each Contract in which (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities other than under the Company Stock Plans or ESPP, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any of its Subsidiaries is subject similar right with respect to noncompetition any securities, or non-solicitation (other than confidentiality agreements with customers C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Options. Company RSU Awards or any of its Subsidiaries employment Contracts entered into in the ordinary course Ordinary Course of business and set forth in Business which contemplate the Company’s standard terms and conditions issuance of sale Company Options or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectRSU Awards; (ix) each (A) employment Contract (excluding offer letters for at-will employment requiring that do not any of the Acquired Corporations give any notice or provide for severance any information to any Person prior to considering or for advance notice of termination accepting any Acquisition Proposal or for similar proposal, or prior to entering into any change of controldiscussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction, retention or other special remuneration) ;; and (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or that is a contract with any of its Subsidiaries the 10 largest customers or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate 10 largest suppliers of the Company Acquired Corporations, taken as a whole, as determined on a consolidated basis by dollar volume of sales to such customers or with any current or former officerpurchases from such suppliers, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed outrespectively, in each case by or on behalf during the nine months ended September 29, 2007. Each of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, foregoing is a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property“Material Contract.” (b) True Each Material Contract is valid and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and . (iic) represent the valid and binding obligations (i) None of the Company Acquired Corporations has violated or its Subsidiary breached, or Subsidiaries party thereto committed any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole; and, to the Knowledge of the Company, represent the valid and binding obligations of the no other parties thereto. Neither the Company norPerson has violated or breached, to the Knowledge of the Companyor committed any default under, any other party thereto is Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole; (ii) to the Knowledge of the Company, no event has occurred whichoccurred, individually and no circumstance or together with other eventscondition exists, would reasonably be expected to result in a breach of or a default under any such Contract that (in each case, with or without notice or lapse of time time) will or both)would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Acquired Corporation Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole; and (iii) since September 29, 2007, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations, taken as a whole.

Contracts; No Defaults. (a) Section 4.12 6.11(a) of the Company Disclosure Schedule contains a listing of all of the following Contracts described in clauses (i) through (xiii) below to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations by which it is bound (other than each Contract required to be listed on Section 6.11(a) of the Company Benefit Plans covering more than one individualDisclosure Schedule, a “Significant Contract”): (i) each any Contract that with a Top 15 Vendor or Top 15 Customer (other than purchase or service orders accepted, confirmed or entered into in the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any Ordinary Course of its Subsidiaries of more than $50,000Business); (ii) each employment Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on with any assets employee of the Company or any one of its SubsidiariesSubsidiaries that provides for annual base compensation in excess of $250,000; (iii) each collective bargaining Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries(a “Labor Contract”); (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries leases, subleases, occupies or otherwise uses any real property (the “Real Property Leases”); (v) (A) licenses fromany Contract under which the Company or any of its Subsidiaries has granted to a third party any, license, or has otherwise been assigned, transferred or granted any covenant not to assert byxxx with respect to any Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract pursuant to which the Company or any of its Subsidiaries obtains any, license, or covenant not to xxx from a third party, party with respect to any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (Property, other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses of Software that are commercially available on standard terms to the public generally, in each case of (x) and (y) with annual license, maintenance, support and other fees less than $10,000 per year500,000; (vi) and any Contract that (A)(1) contains a covenant not to compete in any line of business or solicit persons for employment (other than non-disclosure agreements, confidentiality agreements entered into in the Ordinary Course of Business), (2) standard employee and consultant assignment agreements involves the Company or any of its Subsidiaries granting exclusive or preferential rights or “most favored nations” status to any person, or (3) obligates the Company or any of its Subsidiaries to purchase or obtain a minimum or specified amount of any product or service in excess of $1,000,000 in the form made available aggregate, in each case that is applicable to Buyerthe Company or any of its Subsidiaries or (B) prohibits the Company or any of its Subsidiaries from soliciting any customers or strategic partners; (vii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) has licensedgranted a Lien on its assets or group of assets, assignedwhether tangible or intangible, sold or transferred to a third partysecure any Indebtedness, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed extended credit to indemnify any Person (other than Contracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course of Business) or (D) granted a third party against material performance bond, letter of credit or any claim other similar instrument, in each case, in excess of infringement$500,000; (viii) any Contract with any Governmental Authority; (ix) each Contract with a Related Party (other than Company Benefit Plans or Contracts for compensation for services performed by a Related Party as director, violation officer, service provider or misappropriation employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course of Business); (x) each Contract relating to the acquisition or disposition of any Intellectual Propertybusiness (whether by merger, sale of stock, sale of assets or otherwise); (xi) any Contract establishing any joint venture, strategic alliance, partnership or other collaboration; (xii) any Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any ongoing obligations (either monetary or non-monetary); and (xiii) any Contract which grants any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the Company or any of its Subsidiaries. (b) True and complete correct copies of the Contracts listed (or required to be listed) on Section 4.12 each Significant Contract that are in effect as of the date hereof or which have any material ongoing obligations binding on the Company Disclosure Schedule or any of its Subsidiaries have been delivered to or made available to Buyer or its representativesHTP. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) Each Significant Contract is in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its Subsidiary or Subsidiaries party parties thereto andand is enforceable in accordance with their terms and conditions, subject to the Knowledge of the Company, represent the valid and binding obligations of the other parties theretoEnforceability Exceptions. Neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto to any such Significant Contract is in breach of or in default under any such Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Significant Contract. To , and, to the Knowledge knowledge of the Company, no event has occurred which, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Significant Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both). No party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 5.12(a) contains a listing of all Contracts (other than purchase orders) described in clauses (i) through (xi) below to which, as of the following Contracts to which date of this Agreement, the Company or any one or more of its Subsidiaries is a party or otherwise has by which any remaining rights of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.12(a) have been delivered to or obligations (other than Company Benefit Plans covering more than one individual):made available to Acquiror or its agents or representatives. (i) each any Contract that the Company reasonably anticipates will involve annual payments with an employee or consideration furnished by or to independent contractor of the Company or any of its Subsidiaries who resides primarily in the United States which, upon the consummation of more than $50,000the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in any payment or benefits (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any rights to any payment or benefits, from the Company or its Subsidiaries; (ii) each Contract relating to Indebtednessemployment, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay payretention, change in control payments or transaction-based bonuses; (xi) each settlement other Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services customary form offer letters entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate employee or other individual service provider of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereofthat provides for annual base cash compensation in excess of $250,000; (xviii) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authorityemployee collective bargaining Contract; (xviiv) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, from a third party, any party Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (of the Company and its Subsidiaries, taken as a whole, other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are commercially available on standard reasonable terms to the public generally, in each case of (x) and (y) generally with license, maintenance, support and other fees less than $10,000 100,000 per year; (v) and any Contract which restricts in any material respect or contains any material limitations on the ability of the Company or its Subsidiaries to compete in any line of business or in any geographic territory; (2vi) standard employee and consultant assignment agreements any Contract under which the Company or its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, in the form made available to Buyereach case, in an amount in excess of $2,500,000 of committed credit, (B) has licensedgranted a Lien on its assets, assignedwhether tangible or intangible, sold or transferred to a third party, or otherwise granted to a third party, secure any right or covenant not to assert under any Company Intellectual PropertyIndebtedness, or (C) has agreed extended credit to indemnify any Person (other than (1) intercompany loans and advances and (2) customer payment terms in the ordinary course of business), in each case, in an amount in excess of $2,500,000 of committed credit; (vii) other than the Shareholders Agreement or any employment agreement set forth on Schedule 5.13(a), any Contract between the Company or its Subsidiaries, on the one hand, and any Cision Owner or their Affiliates, on the other hand; (viii) each Contract entered into in connection with a third party against any claim of infringementcompleted material acquisition by the Company or its Subsidiaries since April 14, violation or misappropriation 2014 of any Intellectual PropertyPerson or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner); (ix) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $500,000 or, together with all related Contracts, in excess of $1,000,000, in each case, other than sales or purchases in the ordinary course of business consistent with past practices and sales of obsolete equipment; (x) any Contract not made in the ordinary course of business and not disclosed pursuant to any other clause under this Section 5.12(a) and expected to result in revenue or require expenditures in excess of $1,000,000 in any calendar year or which resulted in revenue or expenditures during the fiscal year ended December 31, 2016, in excess of $1,000,000; and (xi) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole. (b) True and complete copies Except for any Contract that has terminated or will terminate upon the expiration of the Contracts listed (or required stated term thereof prior to be listed) on Section 4.12 the Closing Date, with respect to any Contract of the Company Disclosure Schedule have been delivered to type described in Section 5.12(a), whether or made available to Buyer or its representatives. All of the Contracts not set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are 5.12(a), (i) such Contracts are in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Neither the Company nor, and, to the Knowledge knowledge of the Company, are enforceable by the Company or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2015, neither the Company nor its Subsidiaries has received any written, or to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To , (iv) to the Knowledge knowledge of the Company, no event has occurred which, 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 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), and (v) since December 31, 2015, neither the Company nor its Subsidiaries has received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Section 4.12 Part 2.17(a) of the Company Disclosure Schedule contains lists as of the date hereof, and, except to the extent filed as an exhibit to a listing Company SEC Report, the Company has made available to Parent copies of all each of the following Acquired Corporation Contracts (including any amendment to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):the foregoing) (i) each Contract that described in paragraph (b)(10) of Item 601 of Regulation S-K of the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more SEC(other than $50,000those agreements and arrangements described in Item (b)(10)(iii); (ii) each Contract relating to Indebtednesswith any director, including the borrowing of money, officer or mortgaging, pledging or otherwise placing a Lien on any assets Affiliate of the Company or any of its SubsidiariesCompany; (iii) each Contract evidencing, governing or relating to indebtedness for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries;borrowed money, (iv) each lease, rental not entered into in the Ordinary Course of Business that involves expenditures or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, receipts in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyexcess of $100,000; (v) each Contract providing for that in any royalty, milestone or similar payments by, or owed to, way purports to limit the Company freedom of any Acquired Corporation or any of its Subsidiaries on their Affiliates to engage in any line of business or after the date hereofto compete with any Person or in any geographic area or to hire or retain any Person; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party[Intentionally omitted]; (vii) each Contract requiring capital expenditures after the date providing for indemnification of this Agreement in an annual amount in excess of $20,000any officer, director, employee or agent; (viii) each Contract in which (A) relating to the Company acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any of its Subsidiaries is subject similar right with respect to noncompetition any securities, or non-solicitation (other than confidentiality agreements with customers C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Options, Company RSU Awards, or any of its Subsidiaries employment Contracts entered into in the ordinary course Ordinary Course of business and set forth in Business which contemplate the Company’s standard terms and conditions issuance of sale Company Options or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectRSU Awards; (ix) each (A) employment Contract (excluding offer letters incorporating or relating to any guaranty, any warranty or any indemnity or similar obligation, except for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention materially unaltered indemnification provisions contained in standard form sales or other special remuneration) agreements with customers, end users or distributors arising in the Ordinary Course of Business; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusesrelating to any currency hedging; (xi) each settlement Contract settling claims against the Company imposing or any of its Subsidiaries containing “standstill” or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)similar provisions; (xii) each (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or (B) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract which contains between any provisions with ongoing obligations requiring the Company Acquired Corporation and any contractor or subcontractor to any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of businessGovernmental Body); (xiii) each Contract containing covenants materially limiting (A) except as set forth in Section 2.17(a)(xiv), contemplating or involving the types payment or delivery of business cash or other consideration in which an amount or having a value in excess of $250,000 in the Company aggregate, or any contemplating or involving the performance of its Subsidiaries (or, after giving effect to services having a value in excess of $250,000 in the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercializeaggregate; (xiv) with each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officerTop Distributor, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof;Top Reseller, Top OEM and Top Supplier; and (xv) each any other Contract, if a breach of such Contract relating would reasonably be expected to grants, funding or other forms of assistance received by have a Material Adverse Effect on the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf Acquired Corporations. Each of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, foregoing is a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property“Material Contract.” (b) True Assuming the due execution and complete copies delivery of such Material Contract by the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) counterparties thereto, each Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to the Remedies Exceptioneffect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to rights of creditors generally and (ii) represent the valid rules of law and binding obligations equity governing specific performance, injunctive relief and other equitable remedies. (i) none of the Company Acquired Corporations has violated or its Subsidiary breached, or Subsidiaries party thereto andcommitted any default under, any Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (ii) to the Knowledge of the Company, represent the valid and binding obligations of the no other parties thereto. Neither the Company norPerson has violated or breached, to the Knowledge of the Companyor committed any default under, any other party thereto is Acquired Corporation Contract, except for violations, breaches and defaults that, individually or in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; (iii) to the Knowledge of the Company, no event has occurred whichoccurred, individually and no circumstance or together with other eventscondition exists, would reasonably be expected to result in a breach of or a default under any such Contract that (in each case, with or without notice or lapse of time time) will or both)would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any Acquired Corporation Contract, (B) give any Person the right to declare a default or exercise any remedy under any Acquired Corporation Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Acquired Corporation Contract, (D) give any Person the right to accelerate the maturity or performance of any Material Contract, (E) result in the disclosure, release or delivery of any Acquired Corporation Source Code, or (F) give any Person the right to cancel, terminate or modify any Material Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations; and (iv) since April 27, 2008, none of the Acquired Corporations has received any written notice or other communication regarding any actual or possible violation or breach of, or default under, any Acquired Corporation Contract, except in each such case for defaults, acceleration rights, termination rights and other rights that have not had and would not reasonably be expected to have a Material Adverse Effect on the Acquired Corporations.

Contracts; No Defaults. (a) Except for the Leases and Company Benefit Plans set forth on Section 4.12 5.13(a) of the Company Disclosure Schedule contains Letter, Section 5.12(a) of the Company Disclosure Letter sets forth a listing complete and accurate list of all of the following Contracts to which, as of the date of this Agreement, the Company and/or any of its Subsidiaries is a party or is otherwise bound: (i) Contracts with any Material Supplier; (ii) each Contract that (A) requires aggregate future payments to the Company and its Subsidiaries in excess of $1,000,000 in any calendar year and is not terminable by the counterparty with more than one hundred and twenty (120) days’ notice, and (B) grants to any Person (other than the Company or its Subsidiaries) (1) any “most favored nation” provisions or other price guarantees for a period greater than one (1) year with respect to such payments described in clause (A), or (2) material non-competition, non-solicitation or no-hire provisions imposed on the Company or its Subsidiaries; (iii) (x) Contracts entered into during the one (1) year period prior to the date hereof with respect to mergers, acquisitions or sales of any Person or material business unit thereof by the Company or any of its Subsidiaries other than such Contracts solely between the Company and its wholly owned Subsidiaries (each an “M&A Contract”), or (y) M&A Contracts (whether or not entered into during the one (1) year period prior to the date hereof) pursuant to which the Company or any of its Subsidiaries have any ongoing material obligations or liabilities, including deferred purchase price payments, earn-out payments or indemnification obligations; (iv) Contracts establishing or relating to (x) partnerships or (y) joint ventures, in each case, that are material to the Company and its Subsidiaries, taken as a whole (excluding, in the case of clause (x), any wholly owned Subsidiaries of the Company); (v) each Contract with Governmental Authorities requiring aggregate future payments by or to the Company and its Subsidiaries in excess of $1,000,000 in any calendar year; (vi) Contracts for indebtedness for borrowed money or any guarantee thereof, including any mortgage, indenture, note, installment obligation or other instrument or agreement related thereto, except any such Contract (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or (B) solely between or among the Company and its wholly owned Subsidiaries; (vii) Contracts that relate to the settlement or final disposition of any Action pursuant to which the Company or any of its Subsidiaries has material ongoing obligations or liabilities; (viii) each material Contract to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to whereby the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of has granted any Person any license under or any business division thereof rights in or the disposition of to use any material assets of the Company Owned Intellectual Property or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which whereby the Company or any of its Subsidiaries is subject granted a license to noncompetition or rights in or to use any material Intellectual Property (excluding, solely for purposes of the second and third sentences of Section 5.12(b), (A) non-solicitation (other than confidentiality agreements with exclusive licenses granted by or to customers of the Company or any of its Subsidiaries entered into in the ordinary course of business business, (B) licenses to open source software, (C) nondisclosure agreements, (D) invention assignment agreements with current and set forth in the Company’s standard terms former employees, consultants, and conditions independent contractors of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company and its Subsidiaries, (E) employment agreements with any current or any former employee, (F) licenses in respect of its Subsidiaries commercially available off-the-shelf software and (G) non-exclusive licenses that are merely incidental to the transaction contemplated in any material respectsuch license, including: (i) a sales or marketing Contract that includes an incidental license to use the trademarks of the Company for the purposes of advertising and selling the Company services during the term of and in accordance with such Contract; and (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains a license of Intellectual Property); (ix) each (AAffiliate Agreement, excluding those that are employee confidentiality and invention assignment agreements, equity or incentive equity documents, Governing Documents, employment agreements, Contracts set forth under Section 5.12(a)(x) employment Contract (excluding or Section 5.13(a) of the Company Disclosure Letter and offer letters for at-will employment set forth on Section 5.13(a) of the Company Disclosure Letter (provided, that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) each such excluded Affiliate Agreement has been made available to Acquiror); (x) each Contractemployment, plan, policy or program providing for severance, termination compensationconsulting, retention and similar Contracts with each current executive, officer, director or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate employee of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or providing for an annual base salary in excess of $250,000 (excluding Contracts for at-will employment that are terminable without any Affiliate thereof; (xv) each Contract relating liability to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries); (xi) each Government Contract; and (xviixii) each employee collective bargaining agreement or similar Contract pursuant to which between the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrapSubsidiaries, shrink-wrap and off-the-shelf software licenseson the one hand, and (y) any labor union or other software licenses that are available body representing employees of the Company or any of the Company’s Subsidiaries, on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyhand. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the foregoing Contracts set forth (or required to be set forth) forth on Section 4.12 5.12(a) of the Company Disclosure Schedule Letter, including all amendments, supplements and modifications thereto, are (i) in full force collectively referred to as “Material Contracts”. The Company has furnished or otherwise made available to Acquiror true, complete and effect, subject to correct copies of all Material Contracts. Each Material Contract sets forth the Remedies Exception, entire agreement and (ii) represent the valid and binding obligations of understanding between the Company or and/or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither Each Material Contract is legal, valid, binding and in full force and effect (subject only to the Company Enforceability Exceptions and assuming such Material Contract is a valid and legally binding obligation of the counterparty thereto). None of the Company, its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is in breach default or violation of any Material Contract in any material respect. There is no event or default under condition that exists that constitutes or, with or without notice or the passage of time or both, would constitute any such default or violation in any material respect by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Neither Since January 1, 2020, neither the Company nor any of its Subsidiaries has received any claim notice or notice request, in each case, in writing, from or on behalf of breach of any other party to a Material Contract to terminate, cancel or default under not renew such Material Contract, or to renegotiate any such Contract. To the Knowledge of the Company, no event has occurred which, individually or together with other events, material term thereof that would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, or alleging or disputing any breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both)Material Contract.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 3.13(a) contains a listing of all of the following Contracts (other than any Contract that is an Employee Plan or a Real Property Lease) described in clauses (i) through (xix) below to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to which the Company or any of its Subsidiaries or any of more than $50,000their assets is bound as of the date hereof. True, correct and complete copies of Contracts referred to in clauses (i) through (xviii) below have been delivered to or made available to Acquiror or its agents or representatives. (i) any Contract concerning a partnership or joint venture or similar arrangement that is currently in place; (ii) each any collective bargaining agreement or other Contract with a labor organization, labor management council or other employee representative relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets employees of the Company or any of its Subsidiaries; (iii) each any Contract for relating to the acquisition of any Person or any business division thereof or the disposition of any material business or assets outside of the Company Ordinary Course of Business (whether by merger, sale/purchase of stock, sale/purchase of substantial assets or any of its Subsidiariesotherwise) entered into since January 1, 2013 or which contains outstanding earn-out or other similar contingent payment obligations; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries incurred a continuing obligation to pay amounts in respect of indemnification obligations outside the Ordinary Course of Business; (Av) licenses from, Contracts (other than inter-company Contracts between the Company and any of its Subsidiaries) relating to the incurrence or has otherwise been assigned, transferred guarantee of Indebtedness or granted the making of any covenant not loan or advance; (vi) any Contract that (i) restricts the ability of the Company or any of its Subsidiaries to assert by, freely engage or compete in any line of business or with any Person anywhere in the world or (ii) contains exclusivity or exclusive dealing obligations or “most favoured nation” pricing obligations; (vii) any Contract that requires any member of the Company Group to purchase all or substantially all of its requirements for a particular product or service from a specific vendor or supplier or to make periodic minimum purchases of a particular product or service from a specific vendor or supplier; (viii) each Contract pursuant to which (i) the Company or any of its Subsidiaries grants to a third party, Person a license to any Owned Intellectual Property (other than non-exclusive licenses granted to customers or end users in the Ordinary Course of Business) or (ii) a third Person grants to the Company or any of its Subsidiaries a license to use any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than license agreements for commercially available Software); (ix) any material settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries is obligated to pay any consideration after the date of this Agreement; (x) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Affiliate, officer, member, director, executive employee or equityholder (whether direct or indirect) of the Company or its Subsidiaries (other than the Company or any Subsidiary) or any of their Immediate Family members, on the other hand; (xi) other than Contracts covered by Section 3.13(a)(x), any Contract for the employment or engagement of any person on a full-time, part-time, consulting or other basis and providing for annual compensation in excess of $200,000; (xii) any Contract involving capital expenditures by the Company or any of its Subsidiaries in excess of $250,000; (xiii) any hedging, swap, forward, future, interest rate, commodity or currency exchange agreement or similar hedging or derivative instrument; (xiv) any Contract with a Principal Customer or a Principal Supplier; (xv) any Contract granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets or securities of a member of the Company Group; (xvi) any Contract providing for payments or benefits upon a change of control of the Company Group or that would provide a counterparty with a right to terminate, or provide for any acceleration of any, or additional, benefits upon a change of control of the Company Group; (xvii) any Contract that is a settlement, conciliation or similar Contract that imposes any obligations upon the Company Group after the date of this Agreement in excess of $100,000; (xviii) any Contract that involves remaining payments to or from the Company Group in excess of $250,000 per annum or $500,000 in aggregate; and (xix) any Contract that has a remaining term of more than one (1) (x) click-wrap, shrink-wrap year from the date hereof and off-the-shelf software licenses, and (y) any other software licenses that are available cannot be terminated by the Company Group without penalty on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per yearsixty (60) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertydays’ notice. (b) True and complete copies As of the date hereof, all the Contracts listed (or required to be listedlisted pursuant to Section 3.13(a) on Section 4.12 of (the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth“Material Contracts”) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and effect (ii) represent the legal, valid and binding obligations of the Company or one of its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Neither Except as set forth on Schedule 3.13(b), (A) neither the Company nornor any of its Subsidiaries party thereto (with or without the lapse of time or the giving of notice, or both) is in breach of or default under, or in the past five years has materially breached or been in material default under, any such Material Contract, (B) to the Knowledge Company’s knowledge, no other party to such Material Contract is (with or without the lapse of time or the Companygiving of notice, or both) in breach of or default under, any other party thereto is in such Material Contract, (C) neither the Company nor any of its Subsidiaries have received any claim or notice of a breach of or default under any such Material Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To , (D) to the Knowledge knowledge of the Company, no event has occurred which, which individually or together with other events, would reasonably be expected to result in a breach of or a default under under, or permit the termination, modification or acceleration of, any such Material Contract (in each case, with or without notice or lapse of time or both), (E) no member of the Company Group has received notice of an intention of any third party under any Material Contract to cancel, terminate or modify the terms of any such Material Contract, or accelerate the obligations of a member of the Company Group thereunder; except in each of clauses (A), (B), (C), (D) as would only have a de minimus effect on the Company and its Subsidiaries taken as a whole. (c) Neither the Company nor any of its Subsidiaries is, or in the past five (5) years has been, a party to any Government Contract. None of the Contracts to which the Company or a Subsidiary is a party includes any clauses, provisions or requirements incorporated expressly or by reference from the Federal Acquisition Regulation (“FAR”) or any applicable U.S. Government agency supplement, included the U.S. Department of Defense Supplement to the FAR, as amended.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule 5.13(a) contains a listing of all Contracts described in clauses (i) through (xvii) below to which, as of the following Contracts to which date of this Agreement or as of the date specified (if applicable), the Company or any of its Subsidiaries is a party party. True and correct copies of the Contracts listed on Schedule 5.13(a) have been delivered to or otherwise has any remaining rights made available to Monocle or obligations (other than Company Benefit Plans covering more than one individual):its agents or representatives: (i) each employment Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to with any officer of the Company or any one of its Subsidiaries that provides for annual base compensation in excess of more than $50,000200,000; (ii) each employee collective bargaining Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing (a Lien on any assets of the Company or any of its Subsidiaries“Labor Contract”); (iii) each any Contract for with a customer or vendor (other than purchase or service orders accepted, confirmed or entered into in the acquisition ordinary course of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiariesbusiness) listed on Schedule 5.25; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other (A) any Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in under which the Company or any of its Subsidiaries is subject has granted to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or a third party any of its Subsidiaries entered into in the ordinary course of business license under Intellectual Property owned by and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available material to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and , other than non-exclusive licenses granted in the ordinary course of business consistent with past practice, or (xviiB) each any Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, from a third partyparty Intellectual Property, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) clickshrink-wrap, shrinkclick-wrap and off-the-shelf software licenses, and (y) any other licenses of software licenses that are commercially available on standard terms to the public generally, in each case of (x) and (y) with one-time or annual license, maintenance, support and other fees less than $10,000 per year100,000; (v) and any Contract that (2A) standard employee and consultant assignment contains a covenant not to compete in any line of business or solicit persons for employment (other than non-disclosure agreements, confidentiality agreements entered into in the form made available to Buyerordinary course of business), (B) has licensed, assigned, sold grants exclusive or transferred preferential rights or “most favored nations” status to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Propertyperson, or (C) has agreed obligates the Company or any of its Subsidiaries to indemnify purchase or obtain a third party against any claim of infringement, violation minimum or misappropriation specified amount of any Intellectual Propertyproduct or service in excess of $100,000 in the aggregate, in each case that is applicable to the Company or any of its Subsidiaries; (vi) any Contract with any Governmental Authority; (vii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets, whether tangible or intangible, to secure any indebtedness for money borrowed, or (C) extended credit to any Person (other than (I) intercompany loans and advances and (II) customer payment terms in the ordinary course of business consistent with past practice); (viii) any Contract authorizing the Company or any of its Subsidiaries to manufacture parts pursuant to a PMA granted by the FAA (including any manufacturing license agreement with an original equipment manufacturer) or pursuant to which the Company or any of its Subsidiaries licenses to other entities the right to produce products under the authority of a STC held by the Company or any of its Subsidiaries; (ix) any Affiliate Agreement; (x) each Contract relating to any currently planned business acquisition by the Company or any of its Subsidiaries or any completed business acquisition since January 1, 2016; (xi) as of the date that is two (2) Business Days prior to the date hereof, each Contract pursuant to which the Company or any of its Subsidiaries leases any aircraft or aircraft engine; provided, that the Company has not, since the date that is two (2) Business Days prior to the date hereof, entered into a Contract pursuant to which the Company or any of its Subsidiaries leases any aircraft or aircraft engine outside of the ordinary course of business consistent with past practice; (xii) any Contract establishing any joint venture, strategic alliance, partnership or other collaboration; (xiii) any Contract entered into since July 1, 2016 involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of its Subsidiaries has any material ongoing obligations (either monetary or non-monetary); (xiv) any 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; (xv) any Contract providing for indemnification by the Company or any of its Subsidiaries of any Person except for Contracts entered into in the ordinary course of business consistent with past practice the primary purpose of which is not indemnification and which such indemnification obligations would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole; (xvi) any Contract of the Company (other than any Company Benefit Plan) involving aggregate consideration in excess of $500,000 per year and which cannot be cancelled or terminated by the Company without penalty or without more than 90 days’ notice; and (xvii) any Contract that relates to the acquisition or disposition of any equity interests 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) payment obligations by or to the Company or any of its Subsidiaries remain outstanding or (B) any earn-out, indemnification, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business consistent with past practice or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of the Company’s business). (b) True and complete copies Except as set forth on Schedule 5.13(b), (i) as of the date of this Agreement, all of the Contracts listed (or required pursuant to be listedSection 5.13(a) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or one of its Subsidiary or Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties thereto. Neither , except in each case as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, (ii) none of the Company nor, to the Knowledge or any of its Subsidiaries is as of the Company, any other party thereto is date of this Agreement in material breach of or material default under any such Contract. Neither , (iii) other than past due payments in an amount less than or equal to $300,000, as of the date of this Agreement and to the knowledge of the Company, no other party to any such Contract is in material breach of or material default under such Contract, (iv) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Contract. To the Knowledge of the Company, and (v) no event has occurred which, 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 by the Company or any Subsidiary of the Company party thereto (in each case, with or without notice or lapse of time or both, and excluding the effects of consummation of the Second Merger on the Credit Documents).

Contracts; No Defaults. (a) Except as set forth on Section 4.12 2.12(a) of the Company Disclosure Schedule contains a listing of all of the following Contracts or filed as an exhibit to which the Company or any of its Subsidiaries SEC Documents, there is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):no: (i) each Company Contract that the Company reasonably anticipates will involve annual payments involves performance of services or consideration furnished delivery of goods or materials by or to the Company or any of its Subsidiaries the Acquired Companies of more than an amount or value in excess of $50,000500,000; (ii) each Company Contract relating that involves performance of services or delivery of goods or materials to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company Acquired Companies of an amount or any value in excess of its Subsidiaries$500,000; (iii) each Company Contract for that was not entered into in the acquisition Ordinary Course of Business and that involves the expenditure or receipt by any Person or any business division thereof or the disposition of any material assets of the Company Acquired Companies of an amount or any value in excess of its Subsidiaries$500,000; (iv) each leaseCompany Contract that is a (A) mortgage, rental or occupancy agreementindenture, real property licensenote, installment and conditional sale agreement obligation or other instrument relating to the borrowing of money or (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business); (v) Company Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; property (v) each Contract providing for any royalty, milestone except personal property leases and installment and conditional sales agreements having a value per item or similar aggregate payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereofless than $500,000); (vi) each joint venture Contractmaterial Company Contract with respect to Intellectual Property (including Contracts with current or former employees, partnership agreement consultants or limited liability company agreement contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property) except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than $500,000 under which any of the Acquired Companies is the licensee, and the list identifies those pursuant to which an Acquired Company uses Intellectual Property owned by a third party; (vii) each material Company Contract requiring capital expenditures after the date with any labor union or other employee representative of this Agreement in an annual amount in excess a group of $20,000employees; (viii) each Company Contract in which the other than Company Plans involving a sharing of profits, losses, costs or Liabilities by any of its Subsidiaries is subject to noncompetition or non-solicitation (the Acquired Companies with any other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectPerson; (ix) each (A) employment Company Contract (excluding offer letters for at-will employment containing covenants that do not provide for severance in any way purport to restrict the business activity of Company or for advance notice limit the freedom of termination any of the Acquired Companies to engage in any line of business or for to compete with any change of control, transaction, retention or other special remuneration) ;Person; and (x) each Contract, plan, policy or program providing Company Contract for severance, termination compensation, retention or stay pay, change capital expenditures in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any excess of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property2,500,000. (b) True and complete copies Company has made available to Parent a copy of the Contracts each Company Contract listed (or required to be listed) on Section 4.12 2.12(a) of the Company Disclosure Schedule have been delivered or filed as an exhibit to or made available to Buyer or its representatives. All of the Contracts Company SEC Documents. (c) Each Company Contract set forth (or required to be set forthin Section 2.12(a) on Section 4.12 of the Company Disclosure Schedule are (i) or filed as an exhibit to the Company SEC Documents and material to Company's business is in full force and effecteffect and is valid and enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, subject insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to the Remedies Exceptionor affecting creditors' rights or by general equity principles), except where failure to be in full force and effect or failure to be valid and enforceable does not have, and is not reasonably likely to have, a Company Material Adverse Effect. Except where such Contravention does not have, and is not reasonably likely to have, a Company Material Adverse Effect: (i) none of the Acquired Companies nor, to Company's Knowledge any other party to a Company Contract has Contravened any of the applicable terms of a Company Contract, (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 circumstance exists that (in each case, with or without notice or lapse of time time) would constitute or both)result directly or indirectly in Contravention of any Company Contract by Company or, to Company's Knowledge any other party thereto, and (iii) to Company's Knowledge, none of the Acquired Companies has given or received any written notice or other communication alleging Contravention of any Company Contract. (d) Each Drilling Contract or each Company Contract that provides for the construction of a Company Drilling Rig a ("Rig Contract") is in full force and effect and is valid and enforceable in accordance with its terms and (i) none of the Acquired Companies nor, to Company's Knowledge, any other party to a Drilling Contract or Rig Contract has Contravened any of the applicable terms of a Drilling Contract or Rig Contract, (ii) to Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result directly or indirectly in Contravention of any Drilling Contract or Rig Contract, and (iii) none of the Acquired Companies has given or received written notice or other communication regarding any actual, alleged or potential Contravention of any Drilling Contract or Rig Contract. (e) To Company's Knowledge, as of the date of this Agreement, no party to a Company Contract listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business has repudiated it. As of the date of this Agreement, there currently are no renegotiations of, to Company's Knowledge, attempts to renegotiate or outstanding material rights to renegotiate any Company Contracts listed on Section 2.12(a) of the Company Disclosure Schedule or filed as an exhibit to the Company SEC Documents and material to Company's business, nor has any written demand for renegotiation been made.

Contracts; No Defaults. (a) Except as set forth in Section 4.12 3.14(a) of the Company Disclosure Schedule contains a listing of all of the following Contracts to which Schedule, neither the Company or nor any of its Subsidiaries Subsidiary is a party to, beneficiary of, or otherwise has any remaining rights entitled to or obligations bound by (other than Company Benefit Plans covering more than one individualas applicable): (i) each Contract that the Company reasonably anticipates will involve annual payments any note, mortgage, indenture or consideration furnished other written obligation or agreement or other instrument for or relating to indebtedness for money borrowed (including capitalized lease obligations), or any written guarantee, pledge, surety or indemnification by or to the Company or any Subsidiary of its Subsidiaries third-party obligations, in each case, excluding Securitization Instruments, and for an amount in excess of more than Five Hundred Thousand US Dollars ($50,000500,000) or pursuant to which any material Encumbrances are or were created or imposed on the Company or any Subsidiary or on any of their respective property or assets; (ii) each Contract relating any lease of personal property with annual lease payments of more than Five Hundred Thousand US Dollars ($500,000) or a total remaining obligation of more than One Million Five Hundred Thousand US Dollars ($1,500,000); (iii) any joint venture or partnership agreement; (iv) any non-competition, non-solicitation or exclusive dealing agreements or other agreements or arrangements that restrict or limit or purport to Indebtedness, including restrict or limit in any material respect the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets ability of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of any Person , or any business division thereof officer, employee or the disposition of any material assets independent contractor of the Company or any of its Subsidiaries; (iv) each lease, rental to solicit customers, potential employees or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, the manner in each case, provides for the ownership of, leasing of, title to, use ofwhich, or the localities in which, all or any leasehold portion of the Business is or other interest in any real or personal propertymay be conducted; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality dealer agreements, repossession agent agreements with customers of the Company or any of its Subsidiaries entered into and auction house agreements in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale consistent with past practice, any agreement or standard form of employment agreementunderstanding with a value, forms of which have previously been or calling for payments to be made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from Subsidiaries, of more than Five Hundred Thousand US Dollars ($500,000) within any Governmental Authoritytwelve month period; (xvivi) each Contract relating any material agreement or understanding containing a "change of control" or anti-assignment provision that would be triggered by the researchTransactions; (vii) other than auction house agreements in the ordinary course of business consistent with past practice, development, clinical trial, manufacturing, distribution, supply, marketing any agreement or co-promotion understanding providing for the acquisition or disposition after the date of this Agreement of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any assets of its Subsidiariesthe Business contemplating an exchange of value in excess of Five Hundred Thousand US Dollars ($500,000); and (xviiviii) each Contract pursuant to which the Company any other agreement or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product understanding that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to ownership or operation of the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyBusiness. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required agreements, arrangements, understandings and other items responsive to be set forthSection 3.08 and Section 3.14(a) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effectat times referred to herein as "Material Contracts." Each Material Contract is a legal, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of obligation of, and enforceable against, the Company or and/or one of its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Seller and the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto and is in breach of full force and effect and enforceable in accordance with its terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or default under any other similar laws affecting creditors' rights generally, and general equitable principles, and except for such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, no event has occurred whichfailures to be in force and effect and enforceable as would not, individually or together with other eventsin the aggregate, would reasonably be expected to result in a Material Adverse Effect. True and complete copies of all Material Contracts have been previously made available to the Purchaser. Except as set forth in Section 3.14(b) of the Disclosure Schedule, to the Knowledge of the Seller and the Company, there is no default or breach or written claim of default or breach by any party under, or dispute in writing regarding the material terms of, any such Material Contract, and no event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by any party under any such Material Contract (or would permit termination, modification or acceleration of any such Material Contract or constitute a similar event permitting the termination of the Company's or any Subsidiary's rights under any such Material Contract except for such events, breaches or defaults, as would not, individually or in each casethe aggregate, with or without notice or lapse of time or both)be reasonably expected to have a Material Adverse Effect.

Contracts; No Defaults. (a) Section 4.12 5.13(a) of the Company Disclosure Schedule Letter contains a listing of all Contracts described in clauses (i) through (xix) below to which, as of the following Contracts to which date of this Agreement, the Company or any of its the Company’s Subsidiaries is a party or otherwise has any remaining rights or obligations (by which they are bound, other than a Company Benefit Plans covering more than one individual):Incentive Plan. True, correct and complete copies of the Contracts listed on Section 5.13(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its Representatives, together with all amendments thereto. (i) each Each Contract that the Company reasonably anticipates will involve annual involving obligations (contingent or otherwise), payments or consideration furnished by revenues in excess of $750,000 in the last twelve months prior to the date of this Agreement or to expected obligations (contingent or otherwise), payments or revenues in excess of $750,000 in the next twelve months after the date of this Agreement; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by, or other Indebtedness of, the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtednessthe Company’s Subsidiaries, including the borrowing any other agreement or commitment for future loans, credit or financing, in each case, in excess of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries$500,000; (iii) each Each Contract for the acquisition of any Person or any business division unit thereof 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 $1,000,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing, or (B) solely between the Company and its wholly-owned Subsidiaries; (iv) each Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Contract that, in each case, that provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal propertyproperty that involves aggregate payments in excess of $250,000 in any calendar year; (v) each Each Contract providing for any royaltyinvolving the formation, milestone establishment, contribution to, or operation of a (A) partnership, (B) corporation, limited liability company or other entity, or (C) joint venture, alliance or similar payments byentity, or owed toinvolving a sharing of profits or losses (including joint development and joint marketing Contracts), or any investment in, loan to or acquisition or sale of the securities, Equity Securities or assets of any person involving payments of an amount higher than $750,000 (excluding, in the case of clauses (A) and (B), any wholly-owned Subsidiary of the Company); (vi) Contracts between the Company or any of its Subsidiaries Subsidiaries, on the one hand, and any Company Related Party, on the other hand, which are currently in force or after the date hereof; under which any party thereto has outstanding obligations (vi) each joint venture Contractcollectively, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (“Related Party Agreements”), other than (i) Contracts with respect to a Company Related Party’s employment or other similar engagement and confidentiality agreements, and (ii) end-user, consumer, client or customer agreements entered into on an arm’s length basis, or (iii) other agreements of a similar nature, in each case with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (vii) Contracts with each current executive, officer, director or current employee of the Company or its Subsidiaries with a title of Director (for the avoidance of doubt, such title does not refer to a member of the board of directors) or higher that provide annual base compensation (excluding bonus and set forth other benefits) in excess of $175,000; (viii) Contracts that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the Company’s standard terms and conditions consummation of sale or standard form the transactions contemplated hereby; (ix) Contracts containing covenants of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its 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 in any geographic area in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy Any collective bargaining (or program providing for severance, termination compensation, retention similar) agreement or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against between the Company or any of its Subsidiaries the Company’s Subsidiaries, on one hand, and any labor union or any of their respective current or former directors, officers, other body representing employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereofthe Company’s Subsidiaries, on the other hand; (xvxi) each Each Contract relating (including license agreements, coexistence agreements, and agreements with covenants not to grantsxxx, funding but not including non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xviadvertising Contracts) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its the Company’s Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not grants to assert by, a third party, any Person the exclusive right to use Intellectual Property used in connection with of the Exploitation of any Company Regulated Product and its Subsidiaries that is material to the Company’s business of the Company and its Subsidiaries, taken as a whole, or (B) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company and its Subsidiaries taken as a whole (other than (1) (x) click-wrap, shrink-wrap and Contracts granting nonexclusive rights to use commercially available off-the-shelf software licensesand Open Source Licenses) (collectively, the Contracts within the scope of this clause (B), the “Material In-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 $750,000 in any calendar year; (xiii) Any Contract that grants to any third Person any “most favored nation rights”; (xiv) Any Contract that grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and (y) any other software licenses that are available on standard terms which requires aggregate future payments to the public generallyCompany and its Subsidiaries in excess of $500,000 in any calendar year; (xv) 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; (xvi) Contracts in connection with the waiver, compromise, or settlement of any dispute, claim, litigation or arbitration involving an Action, claim or proceeding in an amount higher than $250,000; (xvii) Contracts with a Governmental Authority or sole-source supplier of any product or service (other than utilities), in each case involving payments of (x) and (y) with license, maintenance, support and other fees less an amount higher than $10,000 per year375,000; (xviii) and the Panama Transaction Documents; and (2xix) standard employee and consultant assignment agreements Any outstanding written commitment to enter into any Contract of the type described in the form made available to Buyer, subsections (Bi) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or through (Cxv) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertythis Section 5.13(a). (b) True and complete copies Except for any Contract that will terminate upon the expiration of the stated term thereof prior to the Amalgamation Closing Date, all of the Contracts listed (or required pursuant to be listedSection 5.13(a) on Section 4.12 of in the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule Letter are (i) in full force and effect, subject to the Remedies Exception, effect and (ii) represent the legal, valid and binding obligations of the Company or its the Subsidiary or Subsidiaries of the Company party thereto and, to the Knowledge knowledge of the Company, represent the legal, valid and binding obligations of the other parties counterparties thereto. Neither Except, in each case, where the occurrence of such breach or default or failure to perform would not be material to the 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 Contracts listed pursuant to Section 5.13(a) and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither , (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 Contract. To , and (z) to the Knowledge knowledge of the Company, no event has occurred which, which individually or together with other events, has or would reasonably be expected to result in a breach of or a default under any such Contract by the Company or any of 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). (c) There are no conditions to the closing of the transactions contemplated by the Panama SPA other than those expressly set forth in the Panama SPA. The maximum number of Company Ordinary Shares issuable pursuant to the Panama SPA is 636,815 Company Ordinary Shares. The maximum number of PubCo Shares PubCo is obligated to issue under the Panama Call Option Agreement is 5,193,068 PubCo Shares. Other than such Company Ordinary Shares and PubCo Shares, no Equity Securities are required to be issued, granted, or allotted by any Person in connection with the transactions contemplated by the Panama Transaction Documents. (d) The copies of the Panama Transaction Documents provided to Acquiror prior to the date of this Agreement are true, accurate and complete.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule contains 4.12(a) sets forth a listing true, correct and complete list of all of the following Contracts described in clauses (i) through (xxii) below to which the Company or any of its Subsidiaries is a party or otherwise has by which or any remaining rights of their respective properties or obligations assets is bound or affected or pursuant to which the Company or any of its Subsidiaries is an obligor or beneficiary (other than Company Benefit Plans covering more than one individual):and Contracts relating to insurance policies set forth on Schedule 4.17). True, correct and complete copies of the Contracts listed on Schedule 4.12(a), including all written amendments, modifications and supplements to or waivers thereunder, have been made available in the electronic data room to Industrea or its representatives. (i) each Each Contract (other than (x) purchase orders with suppliers or customers entered into in the ordinary course of business and (y) Contracts of the type (without giving effect to dollar thresholds) described in other clauses of this Section 4.12(a)) that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,0001,000,000 annually; (ii) each Each mortgage, note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed by the Company or any of its Subsidiaries or security agreement or other Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a instrument that grant any Lien on any assets material asset of the Company or any of its Subsidiaries; (iii) each Each Contract (A) for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its SubsidiariesSubsidiaries (other than in the ordinary course of business), in each case, involving payments in excess of $1,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing and (B) for the acquisition of any property or Person or any business division thereof with amounts owing as deferred purchase price, including all seller notes and “earn-out” payments; (iv) each Each lease, rental or occupancy agreement, real property license, installment and or conditional sale agreement or other Contract that, in each case, provides for the ownership, leasing or occupancy of any Leased Real Property or Owned Real Property with annual required payments in excess of $100,000; (v) Each lease or sublease of any personal property, or that otherwise affects the ownership of, leasing of, title to, or use of, any personal property (other than leases or any leasehold or other interest in any real or subleases for personal propertyproperty and conditional sales agreements with annual required payments of less than $100,000); (vvi) each Each joint venture Contract, partnership Contract, limited liability company Contract, strategic alliance Contract providing for or other Contract with a third party involving any royaltyjoint conduct or sharing of any business, milestone venture or similar payments byenterprise or sharing of profits, losses, costs or owed to, liabilities pursuant to which the Company or any of its Subsidiaries on or after has any ownership interest in any other Person (in each case, other than with respect to wholly owned Subsidiaries of the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third partyCompany); (vii) each Each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000200,000; (viii) each Each Contract containing covenants expressly limiting in which any material respect the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers freedom of the Company or any of its Subsidiaries entered into to compete with any Person in the ordinary course a product line or line of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries operate in any material respectgeographic area; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Each Contract pursuant to which the Company or any of its Subsidiaries licenses or otherwise grants a right to any Person to (A) licenses frommanufacture or reproduce any products, services or has otherwise been assignedtechnology of the Company or its Subsidiaries or (B) sell or distribute any products, transferred services or granted technology of the Company or its Subsidiaries; (x) Each Contract granting to any covenant not person (other than the Company) an option or a first-refusal, first-offer or similar preferential right to assert bypurchase or acquire any material assets of the Company or any of its Subsidiaries; (xi) Each Contract granting any “most favored nations” or similar rights; (xii) Each Contract relating to the development, a third partyregistration, ownership or enforcement of any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business of the Company or any of its Subsidiaries; (xiii) Each Contract pursuant to which the Company or any of its Subsidiaries licenses material Intellectual Property from or to a third party, other than (1) (xA) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) generally with license, maintenance, maintenance and support and other fees less than $10,000 per year) year and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensednonexclusive licenses granted by the Company or any of its Subsidiaries to its customers in the ordinary course of business consistent with past practice; (xiv) Each Contract for financial management services, assignedfinancial advisory services or other similar financial consulting services; (xv) Each Contract which provides for a loan or advance of any amount to any director or officer of the Company or any of its Subsidiaries, sold other than advances for travel and other appropriate business expenses in the ordinary course of business; (xvi) Each power of attorney granted by or transferred on behalf of the Company or any of its Subsidiaries; (xvii) Each warranty, indemnification, guaranty or other similar undertaking with respect to a third partycontractual performance extended by the Company or any of its Subsidiaries other than in the ordinary course of business; provided, that the “ordinary course of business” shall include such warranties, guaranties or other similar undertakings as may be extended in connection with concrete pumping and concrete waste disposal, containment and recycling services performed by the Company and its Subsidiaries as well as sales of spare parts and inventory; (xviii) Each Contract which involves payments based, in whole or in part, on profits, revenues, fee income or other financial performance measures of the Company or any of its Subsidiaries; (xix) Each employment, severance, retention, or otherwise granted independent contractor Contract with any employee or independent contractor pursuant to a third partywhich such employee or independent contractor is eligible to receive annual cash compensation in excess of $100,000; (xx) Each collective bargaining agreement, any right or covenant not to assert under any Company Intellectual Propertyworks council, agreement, or other similar Contract with any labor union or employee representatives; (Cxxi) Each settlement agreement with respect to any pending or threatened Action entered into within twelve (12) months prior to the date of this Agreement, other than (A) releases entered into with former employees or independent contractors of the Company or any of its Subsidiaries in the ordinary course of business in connection with routine cessation of such employee’s or independent contractor’s employment with or retention by the Company or any of its Subsidiaries or (B) settlement agreements for cash only (which has agreed been paid) and does not exceed $250,000 as to indemnify such settlement; (xxii) Each Contract for a third party against any claim charitable or political contribution; and (xxiii) Each Contract for the purchase or supply of infringement, violation gasoline or misappropriation fuel requiring annual payments in excess of any Intellectual Property$200,000. (b) True and complete copies of the Contracts listed (or required to be listedExcept as set forth on Schedule 4.12(b) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All all of the Contracts set forth (or required to be set forthon Schedule 4.12(a) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or applicable Subsidiaries party thereto and, to the Knowledge knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither Except as set forth on Schedule 4.12(b), and except, in each case, where the occurrence of such breach or default would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (x) neither the Company nor any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or material default under any such Contract. Neither , (y), neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Contract. To , and (z) to the Knowledge 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).

Contracts; No Defaults. (a) Section 4.12 Schedule 3.17(a) contains a complete and accurate list, and Sellers --------------- have delivered to Buyer true and complete copies, of each of the Company Disclosure Schedule contains Assigned Contracts other than Assigned Contracts (a) involving performance of services or delivery of goods or materials by a listing of all of Seller in the following Contracts to which the Company or any ordinary course of its Subsidiaries is business of an amount or value not in excess of $50,000, (b) involving performance of services or delivery of goods or materials to a party Seller in the ordinary course of its business of an amount or otherwise has any remaining rights value not in excess of $50,000 or obligations (other than Company Benefit Plans covering c) that are terminable by a Seller at its discretion, without penalty, upon no more than one individual):thirty (30) days' notice. (b) Except as set forth on Schedule 3.17(b): --------------- (i) neither Parent nor GPX (and no Related Person of Parent or GPX) has or may acquire any rights under any Assigned Contract; and (ii) no employee of any Seller is bound by any Contract that purports to limit the ability of such employee to (A) engage in or continue any conduct, activity or practice relating to the business of any Seller, or (B) assign to any Seller or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth on Schedule 3.17(c), each Assigned Contract is in ---------------- full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth on Schedule 3.17(d): ---------------- (i) each Seller is in compliance in all material respects with all applicable terms and requirements of each Assigned Contract that the Company reasonably anticipates will involve annual payments under which such Seller has or consideration furnished had any obligation or liability or by or to the Company which such Seller or any of its Subsidiaries of more than $50,000the assets owned or used by such Seller is or was bound; (ii) to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Assigned Contract relating to Indebtedness, including the borrowing under which a Seller has or had any rights is in compliance in all material respects with all applicable terms and requirements of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiariessuch Assigned Contract; (iii) each Contract for to the acquisition Knowledge of Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a violation or breach of, or give any Person Seller or any business division thereof other Person the right to declare a default or exercise any remedy under, or to accelerate the disposition of maturity or performance of, or to cancel, terminate or modify, any material assets of the Company or any of its Subsidiaries;Assigned Contract; and (iv) each leaseno Seller has given to, rental or occupancy agreementreceived from any other Person, real property license, installment and conditional sale agreement any written notice or other Contract thatwritten communication regarding any actual, in each casealleged, provides for the ownership of, leasing of, title to, use possible or potential violation or breach of, or default under, any leasehold or other interest in any real or personal property;Assigned Contract. (ve) each Contract providing To the Knowledge of Sellers, there are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Seller under current or completed Contracts with any Person and no such Person has made written demand for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof;such renegotiation. (vif) each joint venture ContractThe Assigned Contracts relating to the sale, partnership agreement design, manufacture or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date provision of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company products or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries services by Sellers have been entered into in the ordinary course of business and set forth have been entered into without the commission of any act alone or in the Company’s standard terms and conditions of sale or standard form of employment agreementconcert with any other Person, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries consideration having been paid or promised, that is or would be in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion violation of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyLegal Requirement. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Section 4.12 Seller has made or will make available to Purchaser copies of the Company Disclosure Material Contracts. Schedule contains 3.10 sets forth a listing of all complete and accurate list of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): Contracts: (i) each Contract all Contracts that the Company reasonably anticipates will involve have an aggregate annual payments value or consideration furnished by or to the Company or any result in an aggregate annual expense of its Subsidiaries of more than at least $50,000; 250,000; (ii) each Contract relating any agreement that grants a right of first refusal with respect to Indebtedness, including the borrowing purchase or sale of money, a capital asset of an Acquired Entity or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; an equity interest in an Acquired Entity; (iii) each Contract for any agreement relating to the acquisition borrowing or lending of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (money other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of advances to employees to cover business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into expenses in the ordinary course of business); ; (xiiiiv) each Contract containing covenants materially any joint venture contract, partnership contract or similar contract evidencing an ownership interest or a participation in or sharing of profits; (v) any guaranty, contribution agreement or other agreement that includes any material indemnification or contribution obligation; (vi) any agreement (including any non-competition agreement) limiting (A) the types ability of business in which the Company or any of its Subsidiaries (or, after giving effect Acquired Entity to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any line of business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries in business with any Affiliate Person or restricting the geographical area in which such Acquired Entity may engage in any business; and (vii) any employment, consulting, management, severance or indemnification contract or agreement with annual obligations in excess of the Company $100,000. Seller has provided or will provide Purchaser true and correct copies of all agreements with any individual known by any Acquired Entity to be a physician or an immediate family member of a physician, or with an entity known by any current Acquired Entity to be owned by a physician or former officer, director or stockholder an immediate family member of the Company or any of its Subsidiaries or any Affiliate thereof; a physician (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection together with the Exploitation of any Company Regulated Product that is material to contracts referenced in (i)-(vii) above, the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives"Material Contracts"). All of the Material Contracts set forth (or required are with respect to be set forth) on Section 4.12 of the Company Disclosure Schedule Acquired Entities, and, to Seller's Knowledge, with respect to all other parties thereto, valid and binding obligations, are (i) in full force and effecteffect in accordance with their terms. Except as set forth in Schedule 3.10, subject to the Remedies Exceptionthere is not, and (ii) represent the valid and binding obligations under any of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the CompanyMaterial Contracts, any existing default, event of default or other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without due notice or lapse of time or both), would constitute a default or event of default on the part of any Acquired Entity, except such defaults, events of default and other events as to which requisite waivers or consents have been obtained or would not reasonably be expected to cause a Material Adverse Effect. To Seller's knowledge, no party to any of the Material Contracts intends to cancel, terminate or exercise any option under any of such Material Contracts.

Contracts; No Defaults. Schedule 3(w) attached hereto contains a complete and accurate list, and the Company has made available to the Purchaser true and complete copies, of: 1. each Applicable Contract (aas defined below) Section 4.12 that involves performance of services or delivery of goods or materials of an amount or value in excess of $25,000; 2. each Applicable Contract that was not entered into in the ordinary course of business or is not cancelable by the Company or a subsidiary of the Company Disclosure Schedule contains a listing with no penalty upon advance notice of all of the following Contracts to which the Company 30 days or any of its Subsidiaries is a party less and that involves expenditures or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets receipts of the Company or any its subsidiaries in excess of its Subsidiaries$5,000; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) 3. each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal propertyproperty (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $5,000 and with terms of less than one year); 4. each joint venture, partnership, and other Applicable Contract (vhowever named) each Contract providing for any royaltyinvolving a sharing of profits, milestone or similar payments bylosses, costs, or owed to, liabilities by the Company or any of its Subsidiaries on subsidiaries with any other person or after the date hereofentity; (vi) 5. each joint venture Contract, partnership agreement Applicable Contract containing covenants that in any way purport to restrict the business activity of any of the Company and its subsidiaries or limited liability company agreement any affiliate of the foregoing or limit the freedom of any of the Company and its subsidiaries or any affiliate of the foregoing to engage in any line of business or to compete with a third partyany person or entity; (vii) 6. each employment or consulting agreement of the Company and its subsidiaries; 7. each Applicable Contract requiring providing for payments to or by any person or entity based on sales, purchases, or profits, other than direct payments for goods; 8. each power of attorney executed by any of the Company and its subsidiaries that is currently effective and outstanding; 9. each Applicable Contract entered into other than in the ordinary course of business that contains or provides for an express undertaking by any of the Company and its subsidiaries to be responsible for consequential damages; 10. each Applicable Contract for capital expenditures after the date of this Agreement in an annual amount in excess of $20,00025,000; 11. each written warranty, guaranty, and other similar undertaking with respect to contractual performance extended by any of the Company and its subsidiaries other than in the ordinary course of business; and 12. each amendment, supplement, and modification (viiiwhether oral or written) in respect of any of the foregoing. As used in this Agreement, "Contract" means any agreement, contract, obligation, promise, or undertaking (whether written or oral and whether express or implied) that is legally binding; "Applicable Contract" means any Contract (a) under which any of the Company or its subsidiaries has or may acquire any rights, (b) under which any of the Company or its subsidiaries has or may become subject to any obligation or liability, or (c) by which any of the Company or its subsidiaries or any of the assets owned or used by it is or may become bound. Except as set forth in Schedule 3(w) attached hereto, (i) each of the Company and its subsidiaries is, and has been, in material compliance with all applicable terms and requirements of each Contract under which such company has or had any obligation or liability or by which such company or any of the assets owned or used by such company is or was bound; (ii) each other person or entity that has or had any obligation or liability under any Contract under which any of the Company and its subsidiaries has or had any rights is, and has been, in which material compliance with all applicable terms and requirements of such Contract; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any of the Company and its subsidiaries or other person or entity the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) none of the Company and its subsidiaries has given to or received from any other person or entity any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. Each Applicable Contract is valid, in full force, and binding on and enforceable against the other party or parties to such contract in accordance with its terms and provisions. Except as disclosed on Schedule 3(w) attached hereto, there are no renegotiation of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any of the Company and its subsidiaries under current or completed Contracts with any person or entity and, to the Knowledge of the Company, no such person or entity has made written demand for such renegotiation. The Contracts relating to the sale, design, or provision of products or services by the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries subsidiaries have been entered into in the ordinary course of business and set forth have been entered into without the commission of any act alone or in the Company’s standard terms and conditions of sale concert with any other person or standard form of employment agreemententity, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries consideration having been paid or promised, that is or would be in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion violation of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyLegal Requirement. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Section 4.12 Except for any Contract set forth in Part 3.6(a), Part 3.6(b) or Part 3.20(b) of the Disclosure Letter, Part 3.15(a) of the Disclosure Letter contains a complete and accurate list, and the Sellers have delivered or caused to have been delivered or made available to Buyer true and complete copies of: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by or to the Company or any of its Subsidiaries of an amount or value in excess of $100,000, excluding Applicable Contracts for the sales of goods by the Company or any of its Subsidiaries in the Ordinary Course of Business; (ii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Disclosure Schedule contains a listing or any of all its Subsidiaries in excess of the following Contracts $100,000; (iii) each lease or sale or purchase agreement for real property to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):party; (iiv) each collective bargaining agreement and other Applicable Contract that between the Company reasonably anticipates will involve annual payments or consideration furnished any of its Subsidiaries and any labor union or other employee representative of a group of employees; (v) each joint venture, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person; (vi) each Applicable Contract containing covenants that in any way restrict the business activity of the Company or any of its Subsidiaries or limit the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person; (vii) each power of attorney granted by or to the Company or any of its Subsidiaries of more than $50,000that is currently effective and outstanding; (iiviii) each Applicable Contract that is void or subject to termination at the option of a third party upon a change in control; (ix) each Applicable Contract for capital expenditures in excess of $100,000; (x) each Applicable Contract relating to outstanding Indebtedness (other than Intercompany Indebtedness) of Holdings, including the borrowing Company or any of moneyCompany’s Subsidiaries; and (xi) each commitment to enter into any of the foregoing described in clauses (i) through (x), except for commitments that are Applicable Contracts. (b) Except as set forth in Part 3.15(b) of the Disclosure Letter, to Sellers’, Holdings’ and the Company’s Knowledge, no officer, agent or mortgaging, pledging or otherwise placing a Lien on any assets employee of the Company or any of its Subsidiaries; Company’s Subsidiaries is bound by any Contract that purports to limit the ability of such officer, agent or employee to (iiiA) each Contract for engage in or continue any conduct, activity or practice relating to the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (vB) each Contract providing for any royalty, milestone or similar payments by, or owed to, assign to the Company or to any of its Subsidiaries on other Person any rights to any invention, improvement or after the date hereof;discovery. (vic) each joint venture ContractExcept as set forth in Part 3.15(c) of the Disclosure Letter, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any and Company’s Subsidiaries identified in Part 3.15(a) of its Subsidiaries the Disclosure Letter is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers in full force and effect and none of the Company or any of its Subsidiaries has received any written notice that any party to any such Contract intends to cancel, terminate or fail to renew such Contract. (d) Except as set forth in Part 3.15(d) of the Disclosure Schedule and except for this Agreement, any Contract entered into in the ordinary course of business accordance herewith and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to Continued Indebtedness or the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property. (b) True and complete copies of the Contracts listed (or required Debt to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered Repaid, Holdings is not a party to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. 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 (in each case, with or without notice or lapse of time or both).

Contracts; No Defaults. (a) Section 4.12 of Schedule 3.17(a) lists, and, except to the extent filed in full without redaction as an exhibit to a Filed Company SEC Report, the Company Disclosure Schedule contains a listing of all has delivered to Parent copies of, each of the following Contracts instruments and documents to which the Company or any of its Subsidiaries Acquired Corporation is a party or otherwise has (including any remaining rights or obligations (other than Company Benefit Plans covering more than one individualamendment to any of the foregoing): (i) each Contract that described in paragraphs (b)(3), (b)(4), (b)(9) or (b)(10) of Item 601 of Regulation S-K of the Company reasonably anticipates will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries of more than $50,000SEC; (ii) each Contract relating to Indebtedness, including the borrowing of money, with any director or mortgaging, pledging officer or otherwise placing a Lien on any assets Affiliate of the Company or any of its SubsidiariesCompany; (iii) each Contract for the acquisition evidencing, governing or relating to Debt or any guarantee by any Acquired Corporation of Debt of any other Person or any business division thereof or the disposition in excess of any material assets of the Company or any of its Subsidiaries$500,000; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries not entered into in the ordinary course of business and set forth that involves expenditures or receipts in the Company’s standard terms and conditions excess of sale or standard form of employment agreement, forms of which have previously been made available to Buyer$200,000; (v) that restricts in any way purports to restrict the Company business activity of any Acquired Corporation or any of its Subsidiaries their Affiliates or to limit the freedom of any Acquired Corporation or any of their Affiliates to engage in any line of business or to compete with any Person or in any geographic area or to hire or retain any Person; (vi) relating to the acquisition, transfer, development, sharing or license of any Intellectual Property Rights that are material respectto the conduct of the business of any of the Acquired Corporations (except for any Contract pursuant to which any Intellectual Property Right is licensed to the Acquired Corporations under any third-party software license generally available to the public); (vii) providing for indemnification of any officer, director, employee or agent; (viii) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities or (C) providing any of the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities, except for Contracts evidencing Company Stock Options; (ix) each (A) employment Contract (excluding offer letters providing for at-will employment that do not provide for severance or for advance notice of termination relating to any guaranty, any warranty or for any change of control, transaction, retention indemnity or other special remuneration) similar obligation; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusesrelating to any currency hedging; (xi) each settlement Contract settling claims against (A) imposing any confidentiality obligation on any of the Company Acquired Corporations or any of its Subsidiaries other Person, or any of their respective current (B) containing "standstill" or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)similar provisions; (xii) each Contract (A) to which contains any provisions with ongoing obligations requiring the Company Governmental Body is a party or under which any of its Subsidiaries to indemnify Governmental Body has any other party rights or obligations, or (excluding indemnities contained in Contracts B) directly or indirectly benefiting any Governmental Body, except for the purchase, sale those instruments or license of products or services documents entered into by the Acquired Corporations in the ordinary course of business)their respective businesses, the absence of which, individually or in the aggregate, would not have a Material Adverse Effect on the Acquired Corporations; (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or requiring that any of its Subsidiaries (orthe Acquired Corporations give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, after giving effect or prior to the First Mergerentering into any discussions, Buyer agreement, arrangement or understanding relating to any of its Affiliates) may engage, (B) the geographic locations in which the Company Acquisition Transaction or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercializesimilar transaction; (xiv) each Contract entered into by contemplating or involving the Company payment or any delivery of its Subsidiaries with any Affiliate cash or other consideration in an amount or having a value in excess of $200,000 in the Company aggregate, or with any current contemplating or former officer, director or stockholder involving the performance of services having a value in excess of $200,000 in the Company or any of its Subsidiaries or any Affiliate thereofaggregate; (xv) each Contract relating to grants, funding collective bargaining or other forms of assistance received by the Company agreement or any of its Subsidiaries from any Governmental Authorityunderstanding with a labor union or labor organization; (xvi) each Contract relating that could reasonably be expected to have a Material Adverse Effect on the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; andAcquired Corporations; (xvii) each Contract pursuant relating to which the Company future sale or any of its Subsidiaries (A) licenses fromexchange of, or has otherwise been assigned, transferred option to sell or granted any covenant not to assert by, a third partyexchange, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material real property, or to the Company’s business purchase or exchange of, or option to purchase or exchange, any real property, including, without limitation, current title policies, title reports, environmental reports, insurance policies, surveys and engineering and maintenance reports; (xviii) relating to the future development or construction of, or additions or expansions to, any real property, including, without limitation, final plans and specifications, architects agreements, construction contracts and current operating manuals, other than Contracts for ordinary repair and maintenance; (1xix) relating to the operations of the Properties, including, without limitation, the Franchise Agreements, all material advertising and marketing agreements, credit card agreements and the Management Agreements; (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (yxx) any other software licenses that are available Contract, if a breach of such Contract could reasonably be expected to have a Material Adverse Effect on standard terms to the public generally, in each case Acquired Corporations. Each of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to foregoing is a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property"Material Contract." (b) True Each Material Contract is valid and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and is enforceable in accordance with its terms. (iic) represent the valid and binding obligations Except as set forth in Schedule 3.17(c): (i) none of the Company Acquired Corporations has violated or its Subsidiary breached, in any material respect, or Subsidiaries party thereto committed any material default under, any Material Contract; and, to the Knowledge knowledge of the Company, represent the valid and binding obligations of the no other parties thereto. Neither the Company norPerson has violated or breached, in any material respect, or committed any material default under, any Material Contract; (ii) to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge knowledge of the Company, no event has occurred whichoccurred, individually and no circumstance or together with other eventscondition exists, would reasonably be expected to result in a breach of or a default under any such Contract that (in each case, with or without notice or lapse of time time) will or both)would reasonably be likely to, (A) result in a material violation or breach of any of the provisions of any Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Material Contract, (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Material Contract, (D) give any Person the right to accelerate the maturity or performance of any Material Contract or (E) give any Person the right to cancel, terminate or modify any Material Contract; and (iii) none of the Acquired Corporations has received any written notice of any actual or alleged violation or breach of, or default under, any Material Contract.

Contracts; No Defaults. (a) Section 4.12 3.14(a) of the Disclosure Schedule lists each of the following Company Contracts (each a “Material Company Contract”), including the name of the Company Disclosure Schedule contains a listing of all or Subsidiary of the following Contracts Company that is a party to such Material Company Contract, the counterparty to such Material Company Contract and the date of such Material Company Contract (and, in the case of any oral or unwritten Material Company Contracts, provides a description of the material terms thereof): (i) any Company Contract having a value per contract, or involving payments by or to the Company or any of its Subsidiaries, of at least (A) $100,000 during any twelve-month period, or (B) $100,000 in the aggregate; (ii) any Company Contract with a Material Customer or a Material Supplier; (iii) any joint venture, partnership or other similar agreement involving co-investment or sharing of profits, losses, costs or liabilities with a third party to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):party; (iiv) each Contract that any contract or agreement involving the Company reasonably anticipates will involve annual payments sale of any material assets of, or consideration furnished by or to the acquisition of any material assets of any Person by, the Company or any of its Subsidiaries outside of more than $50,000the Ordinary Course of Business, in any business combination transaction (whether by merger, sale of stock, sale of assets or otherwise); (iiv) each Contract any note, mortgage, indenture, loan agreement, credit agreement, security agreement, financing agreement, or other evidence of Indebtedness relating to Indebtedness, including the borrowing of moneymoney by the Company or any of its Subsidiaries, any guarantee made by the Company or any of its Subsidiaries in favor of any Person guaranteeing obligations of such Person, or mortgaging, pledging or otherwise placing a Lien on any assets letter of credit issued for the account of the Company or any of its Subsidiaries; (iiivi) each Contract for any employment or consulting agreement between the acquisition of any Person Company or any business division thereof of its Subsidiaries, on the one hand, and any of the employees or the disposition of any material assets consultants of the Company or any of its Subsidiaries; , on the other hand, that (ivA) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, obligates the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement to make annual cash payments in an annual amount exceeding $10,000 or make any cash payments to any Person in excess the event of $20,000; (viii) each Contract in which a termination of such Person’s employment or consulting arrangement with the Company or any of its Subsidiaries is subject or on account of the transactions contemplated by this Agreement; (B) has a value, or involves payments by or to noncompetition the Company or any of its Subsidiaries, of at least $25,000 in the aggregate; or (C) contains non-solicitation (other than confidentiality agreements with customers competition provisions for the benefit of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale from an employee or standard form of employment agreement, forms of which have previously been made available to Buyeran independent consultant; (vii) that restricts the Company any contract or agreement with any of its Subsidiaries in Governmental Authority; (viii) any material respectcollective bargaining agreement or contract with any labor union; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance any contract or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract agreement containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage that in any way purport to restrict the business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder activity of the Company or any of its Subsidiaries or limit the freedom of the Company or any Affiliate thereofof its Subsidiaries to engage in any line of business or to compete with any Person; (xvx) each Contract relating any contract or agreement that purports to grantsbind or otherwise applies to any Affiliate of the Company or any Subsidiary of the Company that is not a party to such Material Company Contract; (xi) any contract or agreement that grants or conveys rights of first refusal, funding or other forms contain “most favored nation” or similar pricing provisions; (xii) any contract or agreement that provides for the Company or any of assistance received its Subsidiaries to be the exclusive or a preferred provider of any product or service to any Person or the exclusive or a preferred recipient of any product or service from any Person during any period of time or that otherwise involves the granting by any Person to the Company or any of its Subsidiaries or by the Company or any of its Subsidiaries from to any Governmental AuthorityPerson of exclusive or preferred rights of any kind; (xiii) any Real Property Lease; (xiv) any contract the main purpose of which is indemnification; (xv) any contract or agreement granting a power of attorney to any Person; (xvi) each any contract or agreement containing any change-in-control, assignment, default or other similar provisions that may be implicated by the transactions contemplated by this Agreement; (xvii) any contract or agreement with a Company Related Person; (xviii) any material IP License; (xix) any other Company Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which that is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of otherwise material to the Company or any of and its Subsidiaries, taken as a whole; and (xviixx) each Contract pursuant to which the Company or amendment, supplement, and modification in respect of any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyforegoing. (b) True and complete copies Except as set forth in Section 3.14(b) of the Contracts listed Disclosure Schedule: (or required to be listedi) on Section 4.12 Each Material Company Contract is a valid and binding obligation of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent each other party to such Material Company Contract, and is enforceable against the valid and binding obligations Company and, to the Knowledge of the Company, each such other parties thereto. party in accordance with its terms, except as enforceability may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies; (ii) Neither the Company Company, its Subsidiaries nor, to the Knowledge of the Company, any other party thereto to any Material Company Contract, is or since January 1, 2012 has been, in breach of or default under any such Material Company Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, and 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 (in each casethat, with or without notice or lapse of time time, would constitute a breach or both)default by the Company under any Material Company Contract; (iii) Since January 1, 2012, neither the Company nor any of its Subsidiaries has given to, or received from, any other party to any Material Company Contract, any written notice, or to the Knowledge of the Company, any oral notice, regarding any actual or alleged breach of or default under any Material Company Contract by the Company, any Subsidiary of the Company or any other party to such Material Company Contract; and (iv) There are no renegotiations or, to the Knowledge of the Company, outstanding rights to negotiate, any amount to be paid or payable to or by the Company or any of its Subsidiaries under any Material Company Contract other than with respect to non-material amounts in the Ordinary Course of Business, and no Person has made a written demand for such negotiations. Neither the Company nor any of its Subsidiaries has released or waived any of its rights under any Material Company Contract. (c) Complete and accurate (i) copies of each of the Material Company Contracts that is in written form, and (ii) descriptions of each Material Company Contract that is not in written form, including any and all amendments and modifications thereof, have been made available by the Company to Buyer.

Contracts; No Defaults. (a) Except for the Leases and Company Benefit Plans set forth on Section 4.12 5.13(a) of the Company Disclosure Schedule contains Letter, Section 5.12(a) of the Company Disclosure Letter sets forth a listing complete and accurate list of all of the following Contracts to which, as of the date of this Agreement, the Company and/or any of its Subsidiaries is a party or is otherwise bound: (i) Contracts with any Material B2B Customer or Material Supplier; (ii) each Contract that (A) requires aggregate future payments to the Company and its Subsidiaries in excess of $500,000 in any calendar year and is not terminable by the counterparty with more than one hundred and twenty (120) days’ notice, and (B) grants to any Person (other than the Company or its Subsidiaries) (1) any “most favored nation” provisions or other price guarantees for a period greater than one (1) year with respect to such payments described in clause (A), or (2) material non-competition, non-solicitation or no-hire provisions imposed on the Company or its Subsidiaries; (iii) (x) Contracts entered into during the one (1) year prior to the date hereof with respect to mergers, acquisitions or sales of any Person or material business unit thereof by the Company or any of its Subsidiaries other than such Contracts between the Company and its Subsidiaries (each an “M&A Contract”), or (y) M&A Contracts in which the Company or any of its Subsidiaries have any ongoing material obligations or liabilities, including deferred purchase price payments, earn-out payments or indemnification obligations; (iv) Contracts establishing partnerships or joint ventures, in each case, that are material to the Company and its Subsidiaries, taken as a whole; (v) the top ten (10) Contracts with Engaged Professionals or otherwise involving the provision of medical services, measured by total spend during the fiscal year ended December 31, 2019; (vi) each Contract with Governmental Authorities requiring aggregate future payments to the Company and its Subsidiaries in excess of $500,000 in any calendar year; (vii) Contracts for indebtedness for borrowed money or any guarantee thereof, including any mortgage, indenture, note, installment obligation or other instrument or agreement related thereto, except any such Contract (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or (B) between or among the Company and its Subsidiaries; (viii) Contracts that relate to the settlement or final disposition of any material Action within the last two (2) years pursuant to which the Company or any of its Subsidiaries has ongoing obligations or liabilities, in each case, in excess of $1,000,000; (ix) each material Contract to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual): (i) each Contract that the Company reasonably anticipates will involve annual payments or consideration furnished by or to whereby the Company or any of its Subsidiaries of more than $50,000; (ii) each Contract relating to Indebtedness, including the borrowing of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries; (iii) each Contract for the acquisition of has granted any Person or any business division thereof or the disposition of license under any material assets of the Company Owned Intellectual Property or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real or personal property; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (vii) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000; (viii) each Contract in which whereby the Company or any of its Subsidiaries is subject granted a license to noncompetition or any material Intellectual Property (excluding (A) non-solicitation (other than confidentiality agreements with exclusive licenses granted by or to customers of the Company or any of its Subsidiaries entered into in the ordinary course of business business, (B) licenses to open source software, (C) nondisclosure agreements, (D) invention assignment agreements with current and set forth in the Company’s standard terms former employees, consultants, and conditions independent contractors of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of and its Subsidiaries in any material respect; Subsidiaries, (ix) each (AE) employment Contract agreements with any current or former employee, and (excluding offer letters for atF) licenses in respect of commercially available off-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) the-shelf software); (x) each ContractContracts with any officer, plandirector, policy or program providing for severancemanager, termination compensationstockholder, retention or stay paymember of an Affiliate of the Company, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current relatives or former directors, officers, employees or consultants Affiliates (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring other than the Company or any of its Subsidiaries to indemnify any other party the Company’s Subsidiaries) (excluding indemnities contained in employee confidentiality and invention assignment agreements, equity or incentive equity documents, Governing Documents, employment agreements, Contracts set forth under Section 5.12(a)(x) or Section 5.13(a) of the Company Disclosure Letter and offer letters for at-will employment set forth on Section 5.13(a) of the purchase, sale or license of products or services entered into in the ordinary course of businessCompany Disclosure Letter) (“Affiliate Agreements”); (xiiixi) employment, severance, consulting, and similar Contracts with each Contract containing covenants materially limiting (A) the types of business in which the Company current executive, officer, director or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate current employee of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or providing for an annual base salary in excess of $200,000 (excluding Contracts for at-will employment that are terminable without any Affiliate thereof; (xv) each Contract relating liability to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries); and (xviixii) each employee collective bargaining agreement or similar Contract pursuant to which between the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrapSubsidiaries, shrink-wrap and off-the-shelf software licenseson the one hand, and (y) any labor union or other software licenses that are available body representing employees of the Company or any of the Company’s Subsidiaries, on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertyhand. (b) True and complete copies All of the Contracts listed (or required to be listed) foregoing set forth on Section 4.12 5.12(a) of the Company Disclosure Schedule have been delivered Letter, including all amendments and modifications thereto, are sometimes collectively referred to as “Material Contracts”. The Company has furnished or otherwise made available to Buyer or its representativesAcquiror true, complete and correct copies of all Material Contracts. All of Each Material Contract sets forth the Contracts set forth (or required to be set forth) on Section 4.12 of entire agreement and understanding between the Company Disclosure Schedule are (i) in full force and/or its Subsidiaries and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither Each Material Contract is valid, binding and in full force and effect (subject to the Company Enforceability Exceptions and assuming such Material Contract is a valid and legally binding obligation of the counterparty thereto). None of the Company, its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is in breach default or violation of any Material Contract in any material respect. There is no event or default under condition that exists that constitutes or, with or without notice or the passage of time or both, would constitute any such default or violation by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Neither Since January 1, 2020, neither the Company nor any of its Subsidiaries has received any claim notice or notice request, in each case, in writing, on behalf of breach of any other party to a Material Contract to terminate, cancel or default under not renew such Material Contract, or to renegotiate any such Contract. To the Knowledge of the Company, no event has occurred which, individually or together with other events, material term thereof that would reasonably be expected to result have, individually or in the aggregate, a Material Adverse Effect, or alleging or disputing any breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both)Material Contract.

Contracts; No Defaults. (a) Section 4.12 Schedule 4.17(a) contains a complete and accurate list, and PMH has delivered to Purchaser true and complete copies, of each of the Company Disclosure Schedule contains a listing of all of the following Contracts to which the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):following: (i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more Acquired Companies or otherwise in connection with the Company reasonably anticipates will involve annual payments Business of an amount or consideration furnished by or to the Company or any value in excess of its Subsidiaries of more than $CHF 50,000; (ii) each Applicable Contract relating that involves performance of services or delivery of goods or materials to Indebtedness, including the borrowing of money, one or mortgaging, pledging more Acquired Companies or otherwise placing a Lien on any assets in connection with the Business of the Company an amount or any value in excess of its SubsidiariesCHF 50,000; (iii) each Applicable Contract for that was not entered into in the acquisition Ordinary Course of any Person Business and that involves expenditures or any business division thereof receipts of one or more Acquired Companies or otherwise in connection with the disposition Business in excess of any material assets of the Company or any of its SubsidiariesCHF 50,000, which are also set forth on Schedule 4.17(a)(iii); (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in in, any real or personal propertyproperty (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than CHF 50,000 and with terms of less than one year); (v) each licensing agreement or other Applicable Contract providing for any royaltywith respect to patents, milestone trademarks, copyrights or similar payments byother intellectual property, including agreements with current or owed toformer employees which are still in effect, consultants or contractors regarding the Company appropriation or the non-disclosure of any of its Subsidiaries on or after the date hereofIntellectual Property Assets other than those agreements with employees entered into in the Ordinary Course of Business; (vi) each joint venture Contractcollective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees, partnership agreement or limited liability company agreement with a third partywhich are also set forth on Schedule 4.17(a)(vi); (vii) each joint venture, partnership and other Applicable Contract requiring capital expenditures after the date (however named) involving a sharing of this Agreement in an annual amount in excess of $20,000profits, losses, costs, or liabilities by any Acquired Company with any other Person, which are also set forth on Schedule 4.17(a)(vii); (viii) each Applicable Contract containing covenants that in which any material way purport to restrict the business activity of any Acquired Company or any Related Person of its Subsidiaries is subject to noncompetition an Acquired Company or non-solicitation (other than confidentiality agreements with customers limit the freedom of the any Acquired Company or any Related Person of its Subsidiaries entered into an Acquired Company in the ordinary course of business and set forth any material way to engage in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries line of business or to compete with any Person in any material respectits lines of business, which are also set forth on Schedule 4.17(a)(viii); (ix) each (A) employment Applicable Contract (excluding offer letters providing for at-will employment that do not provide payments to or by any Person based on sales, purchases or profits, other than direct payments for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) goods; (x) each Contractpower of attorney that is currently effective and outstanding for any Acquired Company, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuseswhich are also set forth on Schedule 4.17(a)(x); (xi) each settlement Applicable Contract settling claims against the entered into that contains or provides for an express undertaking by any Acquired Company to be responsible for indirect, consequential or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)punitive damages; (xii) each Applicable Contract which contains any provisions with ongoing obligations requiring the Company or any for capital expenditures in excess of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business)CHF 50,000; (xiii) each Contract containing covenants materially limiting (A) written warranty, guaranty and other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the types Ordinary Course of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize;Business; and (xiv) each Contract entered into by the Company material amendment, supplement and modification (whether oral or written) in respect of any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of foregoing. Schedule 4.17(a) sets forth sufficient details concerning such Contracts to identify the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual PropertyContracts. (b) True and complete copies To PMH's Knowledge, no officer or employee of any Acquired Company is bound by any Contract that purports to limit the Contracts listed ability of such officer or employee to (A) engage in or continue any conduct, activity or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company any material rights to any invention, improvement or discovery made in the course of said officer's or employee's employment. (c) Except as set forth in Schedule 4.17(c), each Contract identified or required to be listedidentified in Schedule 4.17(a) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) is in full force and effect, subject to the Remedies Exceptioneffect and is valid and enforceable in accordance with its terms in all material respects. (d) Except as set forth in Schedule 4.17(d): (i) Each Acquired Company is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by such Acquired Company is or was bound; (ii) represent the valid and binding obligations of the Company to PMH's Knowledge, each other Person that has or its Subsidiary had any obligation or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default liability under any Contract under which an Acquired Company has or had any rights is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company; (iii) to PMH's Knowledge, 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 circumstance exists that (in each case, with or without notice or lapse of time time) would reasonably be expected to contravene, conflict with or both)result in a material violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract; and (iv) No Acquired Company has given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged potential material violation or breach of, or default under, any Contract, which violation, breach or default has not been cured. (e) There are no renegotiations of any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 4.12 of the Company Disclosure Schedule SCHEDULE 3.7 contains a listing of all of the following Contracts contracts described in clauses (i) through (viii) below to which the Company Holdings or any of its Subsidiaries Elgar is a party ("CONTRACTS"). True, correct and complete copies of such Contracts have been delivered to or otherwise has any remaining rights made available to Parent or obligations (other than Company Benefit Plans covering more than one individual):its Affiliates. (i) Purchase agreements for each Contract that customer with respect to which Elgar had a backlog in excess of $200,000 as of September 29, 1997 and supply agreements for each supplier to which Elgar gave aggregate purchase orders in excess of $500,000 during the Company reasonably anticipates will involve annual payments or consideration furnished by or to first half of the Company or any of its Subsidiaries of more than $50,0001998 fiscal year; (ii) each Contract relating to IndebtednessEach note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed, including the borrowing of moneyany agreement or commitment for future loans, credit or mortgaging, pledging financing entered into by Holdings or otherwise placing a Lien on any assets of the Company or any of its SubsidiariesElgar; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Contract that, in each case, provides for contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property and involving aggregate payments in excess of $100,000; (iv) Each material licensing agreement or other agreement with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of Intellectual Property; (v) each Contract providing for Each collective bargaining agreement or other agreement to or with any royaltylabor union or other employee representative of a group of employees relating to wages, milestone or similar payments by, or owed to, the Company or any hours and other conditions of its Subsidiaries on or after the date hereofemployment; (vi) each Each joint venture Contractagreement, partnership agreement agreement, or limited liability company agreement with a third party;agreement; and (vii) each Contract requiring Each agreement that commits capital expenditures after the date of this Agreement hereof in an annual amount in excess of $20,000; (viii) each Contract in which the Company or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respect; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Property50,000. (b) True and complete copies of the Contracts listed (or required to be listed) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts Except as set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) in full force and effect, subject to the Remedies Exception, and (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. Neither the Company nor, to the Knowledge of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the CompanySCHEDULE 3.7, no condition exists or 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 (in each case, with or without notice or lapse of time or both), would constitute a default under any such Contract by Holdings or Elgar or, to the best knowledge of Holdings, any other party thereto, except where the occurrence of such event or existence of any such condition would not have a Material Adverse Effect on Holdings or Elgar.

Contracts; No Defaults. (a) Parent has no Applicable Contracts. (b) Section 4.12 3.17(b) of the Company Disclosure Schedule contains a listing of all of the following Contracts to which complete and accurate list, and the Company or any of its Subsidiaries is a party or otherwise has any remaining rights or obligations (other than Company Benefit Plans covering more than one individual):delivered to Buyer true and complete copies, of: (i) each Applicable Contract that the Company reasonably anticipates will involve annual payments involves performance of services or consideration furnished by delivery of goods or materials to the Company it of an amount or any value in excess of its Subsidiaries of more than $50,00025,000; (ii) each Applicable Contract relating to Indebtedness, including that was not entered into in the borrowing Ordinary Course of money, Business and that involves expenditures or mortgaging, pledging or otherwise placing a Lien on any assets receipts by it in excess of the Company or any of its Subsidiaries$25,000; (iii) each Contract for the acquisition of any Person or any business division thereof or the disposition of any material assets of the Company or any of its Subsidiaries; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or agreement, and other Applicable Contract that, in each case, provides for affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $25,000 and with terms of less than one year); (iv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of any of the Intellectual Property Assets; (v) each collective bargaining agreement and other Applicable Contract providing for to or with any royalty, milestone labor union or similar payments by, or owed to, the Company or any other employee representative of its Subsidiaries on or after the date hereofa group of employees; (vi) each joint venture Contractventure, partnership agreement partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or limited liability company agreement liabilities by the Company with a third partyany other Person; (vii) each Applicable Contract requiring capital expenditures after the date containing covenants that in any way purport to restrict its (or any of this Agreement its Affiliates’) business activity or limit its (or any of its Affiliates’) freedom to engage in an annual amount in excess any line of $20,000business or to compete with any Person; (viii) each Applicable Contract in which the Company providing for payments to or by any of its Subsidiaries is subject to noncompetition Person based on sales, purchases, or non-solicitation (profits, other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectdirect payments for goods; (ix) each (A) employment Contract (excluding offer letters for at-will employment power of attorney that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) is currently effective and outstanding; (x) each Contract, plan, policy Applicable Contract entered into other than in the Ordinary Course of Business that contains or program providing provides for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonusesan express undertaking by the Company to be responsible for consequential damages; (xi) each settlement Applicable Contract settling claims against the Company or any for capital expenditures in excess of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled)$25,000; (xii) each Contract which contains any provisions written warranty, guaranty, and or other similar undertaking with ongoing obligations requiring respect to contractual performance extended by the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into than in the ordinary course Ordinary Course of business);Business; and (xiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (c) Neither Majority Owner (nor any Related Person of Majority Owners) has or may acquire any rights under, and Majority Owners are not subject to any obligation or liability under, any Contract containing covenants materially limiting that relates to the business of, or any of the assets owned or used by, the Company. (d) No officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the types business of business in which the Company, or (B) assign to the Company or to any of its Subsidiaries (orother Person any rights to any invention, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries (A) licenses fromimprovement, or has otherwise been assigned, transferred or granted any covenant not to assert by, a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are available on standard terms to the public generally, in each case of (x) and (y) with license, maintenance, support and other fees less than $10,000 per year) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, (B) has licensed, assigned, sold or transferred to a third party, or otherwise granted to a third party, any right or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim of infringement, violation or misappropriation of any Intellectual Propertydiscovery. (be) True and complete copies of the Contracts listed (Each Contract identified or required to be listedidentified in Section 3.17(b) on Section 4.12 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Disclosure Schedule are (i) is in full force and effect, subject to effect and is valid and enforceable in accordance with its terms. (f) Except as set forth in Section 3.17(f) of the Remedies ExceptionDisclosure Schedule: (i) the Company is, and at all times since January 1, 2005 has been, in compliance in all material respects with all applicable terms and requirements of each Contract under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is or was bound; (ii) represent the valid and binding obligations of the Company or its Subsidiary or Subsidiaries party thereto and, to the Knowledge of Majority Owners, Parent and the Company, represent the valid each other Person that has or had any obligation or liability under any Contract under which and binding obligations of the other parties thereto. Neither the Company norhas or had any rights is, to the Knowledge and at all times since January 1, 2005 has been, in full compliance with all applicable terms and requirements of the Company, any other party thereto is in breach of or default under any such Contract. Neither Company nor any of its Subsidiaries has received any claim or notice of breach of or default under any such Contract. To the Knowledge of the Company, ; (iii) 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 circumstance exists that (in each case, with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or, to the Knowledge of Majority Owners, Parent and the Company, other Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) the Company has not given to or received from any other Person, at any time since January 1, 2005, any notice or both)other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (g) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Majority Owners, Parent and the Company, no such Person has made written demand for such renegotiation.

Contracts; No Defaults. (a) Section 4.12 4.10(a) of the Company Seller Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xv) below to which, as of the following Contracts to which the Company or date of this Agreement, any of its Subsidiaries the Transferred Entities is a party or otherwise has any remaining rights or obligations (other than Company purchase orders and invoices, Seller Benefit Plans covering more than one individualPlans, Transferred Entity Benefit Plans, Contracts relating to insurance policies set forth on Section 4.15 of the Seller Disclosure Schedule and any Contracts that are not primarily related to the Business) (each such Contract, a “Business Material Contract”): (i) each Contract (other than (x) purchase orders with suppliers or customers entered into in the Ordinary Course of Business and (y) Contracts of the types (without giving effect to dollar thresholds) described in the other clauses of this Section 4.10(a)) that the Company Sellers reasonably anticipates anticipate will involve annual payments or consideration furnished by or to the Company or any of its Subsidiaries a Transferred Entity of more than $50,000[REDACTED] that are not cancelable (without penalty, cost or other Liability) within ninety (90) days; (ii) each Contract relating to note, debenture, other evidence of Indebtedness, including guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by the borrowing Transferred Entities (other than intercompany indebtedness owing by one Transferred Entity to another Transferred Entity), in each case, having an outstanding principal amount in excess of money, or mortgaging, pledging or otherwise placing a Lien on any assets of the Company or any of its Subsidiaries$[REDACTED]; (iii) each Contract for the acquisition of any Person or any business division unit thereof or the disposition of any material assets of the Company Transferred Entities (other than in the Ordinary Course of Business), in each case, involving payments in excess of $[REDACTED], other than Contracts in which the applicable acquisition or any of its Subsidiariesdisposition has been consummated and there are no material obligations ongoing, including indemnity obligations; (iv) each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement or other Contract that, in each case, (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in in, any real or personal propertyproperty and (y) involves annual payments in excess of $[REDACTED]; (v) each Contract providing for any royalty, milestone or similar payments by, or owed to, the Company or any of its Subsidiaries on or after the date hereof; (vi) each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (viivi) each Contract requiring capital expenditures after the date of this Agreement in an annual amount in excess of $20,000[REDACTED]; (vii) each Contract containing covenants expressly limiting in any material respect the freedom of the Transferred Entities to compete with any Person in a product line or line of business or to operate in any geographic area; (viii) each Contract in relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) under which the Company Business has a material obligation with respect to an “earn out,” contingent purchase price or any of its Subsidiaries is subject to noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business and set forth in the Company’s standard terms and conditions of sale or standard form of employment agreement, forms of which have previously been made available to Buyer) that restricts the Company or any of its Subsidiaries in any material respectsimilar contingent payment obligation; (ix) each (A) employment Contract (excluding offer letters for at-will employment that do not provide for severance or for advance notice of termination or for any change of control, transaction, retention or other special remuneration) ; (x) each Contract, plan, policy or program providing for severance, termination compensation, retention or stay pay, change in control payments or transaction-based bonuses; (xi) each settlement Contract settling claims against the Company or any of its Subsidiaries or any of their respective current or former directors, officers, employees or consultants (including any Contract in connection with which any employment-related claim is settled); (xii) each Contract which contains any provisions with ongoing obligations requiring the Company or any of its Subsidiaries to indemnify any other party (excluding indemnities contained in Contracts for the purchase, sale or license of products or services entered into in the ordinary course of business); (xiii) each Contract containing covenants materially limiting (A) the types of business in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may engage, (B) the geographic locations in which the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or its Affiliates) may so engage in any business or (C) the products that the Company or any of its Subsidiaries (or, after giving effect to the First Merger, Buyer or any of its Affiliates) may research, develop, manufacture or commercialize; (xiv) each Contract entered into by the Company or any of its Subsidiaries with any Affiliate of the Company or with any current or former officer, director or stockholder of the Company or any of its Subsidiaries or any Affiliate thereof; (xv) each Contract relating to grants, funding or other forms of assistance received by the Company or any of its Subsidiaries from any Governmental Authority; (xvi) each Contract relating the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company or any of its Subsidiaries; and (xvii) each Contract pursuant to which the Company or any of its Subsidiaries a Transferred Entity licenses material Intellectual Property (A) licenses from, or has otherwise been assigned, transferred or granted any covenant not to assert by, from a third party, any Intellectual Property used in connection with the Exploitation of any Company Regulated Product that is material to the Company’s business (other than (1) (x) click-wrap, shrink-wrap and off-the-shelf software licenses, and (y) any other software licenses that are commercially available on standard reasonable terms to the public generally, in each case of (x) and (y) generally with license, maintenance, support and other fees less than $10,000 [REDACTED] per yearyear (such Contracts described in this subclause (A), the “Business IP Licenses”) and (2) standard employee and consultant assignment agreements in the form made available to Buyer, or (B) has licensed, assigned, sold or transferred to a third partyparty on an exclusive basis; (x) each Contract relating to financial or commodities hedging, swaps or similar arrangements, in each case, having an outstanding principal or notional amount in excess of $[REDACTED]; (xi) each Contract with “take or pay” provisions, or otherwise “requirements” provisions committing a Person to provide the quantity of goods or services required by another Person involving annual payments or consideration in excess of $[REDACTED]; (xii) each Contract pursuant to which Transferred Entity has granted or has been granted an option, right of first refusal or other right to a third partypurchase, lease, license, manufacture, develop, distribute, promote, market, sell or offer for sale the Transferred Products, in each case, other than non-exclusive licenses entered into in the Ordinary Course of Business; (xiii) any right settlement agreement involving Actions by or covenant not to assert under any Company Intellectual Property, or (C) has agreed to indemnify a third party against any claim Transferred Entity under which such Transferred Entity has outstanding obligations; (xiv) each Contract between any of infringementthe current officers or directors, violation or misappropriation of any Intellectual PropertyTransferred Entity and any Transferred Entity not otherwise listed in the Seller Disclosure Schedule that contains non-competition or material severance obligation; and (xv) each Shared Contract. (b) True and complete copies Except as set forth on Section 4.10 of the Seller Disclosure Schedule, as of the date of this Agreement, all of the Contracts listed (or required to be listed) on Section 4.12 4.10 of the Company Disclosure Schedule have been delivered to or made available to Buyer or its representatives. All of the Contracts set forth (or required to be set forth) on Section 4.12 of the Company Seller Disclosure Schedule are (i) in full force and effect, subject to the Remedies ExceptionEnforceability Exceptions, and (ii) represent the valid valid, binding and binding enforceable obligations of the Company or its Subsidiary or Subsidiaries Target Entity party thereto and, to the Knowledge of the CompanySellers, represent the valid and binding obligations of the other parties thereto. Neither Except as set forth on Section 4.10 of the Company Seller Disclosure Schedule, and except, in each case, where the occurrence of such breach or default is not, and would not reasonably be expected to be, material to the Business, (x) neither the Target Entities nor, to the Knowledge of the CompanySellers, any other party thereto is in breach of or default under any such Contract. Neither Company , (y) no Seller nor any controlled Affiliate of its Subsidiaries any Seller has received any written claim or written notice of material breach of or material default under any such Contract. To , and (z) to the Knowledge of the CompanySellers, no event has occurred which, that individually or together with other events, events would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both).