Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) to which, as of the Original Agreement Date, with respect to any Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives. (i) Each Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to any Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives. (i) Each Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Datedate of this Agreement; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original date of this Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(aSection 4.13(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixviii) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsor by which they or their respective properties or assets are bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed on Section 4.13(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Any Contract with any of the Top Vendors or Top Customers; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) for money borrowed by any Company Group Member of more than $500,000 or (B) to the Company Group or any of more than $500,000the Company’s Subsidiaries agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member500,000; (iii) each Any Contract that is prohibits or materially restricts the payment of dividends or distributions in respect of the capital stock of the Company or any of its subsidiaries; (iv) Any Contract that involves a purchase and sale payment or similar agreement receipt of amounts of more than $500,000 in the aggregate, over any 12-month period; (v) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries in the last four (4) years, 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 any no material ongoing obligationsobligations ongoing; (ivvi) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property that involves aggregate payments in excess of $75,000 in any calendar year; (vii) Each Contract involving payments the formation of at least $500,000 a joint venture, partnership, or limited liability company; (viii) Contracts (other than offer letters, employment agreements, bonus agreements, severance agreements, separation agreements, employee non-competition agreements, employee confidentiality and invention assignment agreements, non-competition agreements, bonus agreements, separation agreements, severance agreements, or other agreement entered into in the aggregate during ordinary course or equity or incentive equity documents and Governing Documents) between the remaining term Company and its Subsidiaries, on the one hand, and Affiliates of such Contract, the Company or any of the Company’s Subsidiaries (other than sales the Company or purchase agreements any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the stockholders or of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (ix) Contracts with each current officer, manager, director or current employee or worker of or consultant to the Company or its Subsidiaries that provide annual base compensation (excluding bonus and other benefits) in excess of $250,000; (x) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby; (xi) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (xii) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (xiii) Each Contract pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a third Person a license to any material Company Intellectual Property other than non-exclusive licenses granted in the ordinary course of business and sales of obsolete equipment; business, or (vB) each joint venture Contract, agreement establishing an entity that is granted by a partnership, limited liability company agreement third Person a license or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) right to Intellectual Property that is material to the business of the Company Groupand its Subsidiaries (other than Open Source Licenses and Contracts granting non-exclusive rights to use commercially available off-the-shelf software, taken as a wholeservices or technology pursuant to which the Company and its Subsidiaries have paid or are obligated to pay one-time or annual fees of less than $500,000); (vixiv) each Each Contract prohibiting requiring capital expenditures by the Company or restricting any of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $100,000 in any material respect calendar year; (xv) Any Contract that (A) grants to any third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the ability date of any this Agreement and requires aggregate future payments to the Company Group Member to engage and its Subsidiaries in excess of $1,000,000 in any businesscalendar year; (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 the Company’s Subsidiaries; (xvii) Any Contract (A) obligating the Company to purchase or otherwise obtain any product or service exclusively from a single third party, (B) establishing an exclusive sale or purchase obligation of the Company with respect to any product or geographic area, (C) granting any third party the exclusive right to develop, market, sell or distribute any of the Company’s products or services, or (D) containing covenants obligating the Company not to solicit any potential customer, to operate in any geographical area customers or to compete with any Person, in each case, in any material respect, employees (other than customary confidentiality or non-disclosure provisions agreements or confidentiality or non-solicitation disclosure contracts with customers, vendors (such as subcontractors) and no-hire provisions for employment partners (such as referral partners and resellers) entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvixviii) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xvxvi) of this Section 4.12(a4.13(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration as set forth on Section 4.13(b) of the stated term thereof prior Company Disclosure Letter, all of the Contracts listed pursuant to Section 4.13(a) in the Closing Date, each Material Contract is Company Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member or the Subsidiary of the Company that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be material to the Enforceability Exceptions. In additionCompany and its Subsidiaries, taken as a whole, (Ax) no the Company Group Member 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 4.13(a) and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default under any Material such Contract, (By) since during the Lookback Datelast twelve (12) months, none of 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, and (Cz) 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 breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(aExcept for the Leases and Company Benefit Plans set forth on Section 5.13(a) contains of the Company Disclosure Letter, Section 5.12(a) of the Company Disclosure Letter sets forth a true true, complete and complete listing accurate list of all of the following Contracts described in clauses (i) through (xvii) of this Section 4.12(a) to which, which as of the Original Agreement Datedate of this Agreement, with respect to the Company and/or any of its Subsidiaries or any Group Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives.is otherwise bound: (i) Each Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) by Contracts with any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearMaterial Supplier; (ii) each Contract relating that requires aggregate future payments to Indebtedness (A) with a principal amount (including the amount of Company, its Subsidiaries or any undrawn but available commitments thereunder) Group Company in excess of $500,000 or 50,000 in any calendar year (B) for borrowed moneycollectively, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member“Material Payors”); (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of grants to any Person (other than the Company, its Subsidiaries or the Group Companies) (A) any “most favored nation” provisions or other price guarantees for a period greater than one year with respect to such payments described in clause (A), or (B) material non-competition, non-solicitation or no-hire provisions imposed on the Company, its Subsidiaries or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligationsCompany; (iv) (x) Contracts (including letters of intent) entered into since December 31, 2021 with respect to mergers, acquisitions or sales of any Person or other material business unit or division thereof by the Company, any of its Subsidiaries or any Group Company (each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use ofan “M&A Contract”), or (y) M&A Contracts in which the Company, any leasehold of its Subsidiaries or other interest in any real Group Company have any material ongoing obligations or personal property involving liabilities, including deferred purchase price payments, earn-out payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentindemnification obligations; (v) Contracts establishing partnerships, joint ventures, strategic alliances or other collaborations, in each joint venture Contractcase, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is are material to the business of the Company GroupCompany, its Subsidiaries or for any Group Company, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, Governmental Authorities in each case, in that is material to the Company, its Subsidiaries or for any material respectGroup Company, taken as a whole; (vii) each Contract under which the Company, its Subsidiaries or any Group Company 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 customary non-disclosure provisions or non-solicitation (1) intercompany loans and no-hire provisions for employment entered into advances and (2) customer payment terms in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party Contracts that is material relate to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment settlement or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting final disposition of any compensation or benefits in connection with material Action within the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or last three years pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral has ongoing obligations or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000liabilities, in each case, in excess of $50,000; (ix) each Contract to which the calendar year ended December 31Company, 2021 any of its Subsidiaries or any subsequent calendar yearGroup Company is a party whereby the Company or any of its Subsidiaries (A) has granted any Person any license, immunity or other rights to a third party in or to any Owned Intellectual Property (other than non-exclusive licenses granted by or to customers in the ordinary course of business) or (B) is granted a license, immunity or other rights from a third party in or to any Intellectual Property (other than (x) licenses to open source software, and non-exclusive licenses in respect of commercially available off-the-shelf software on standard terms, (y) invention assignment agreements with current and former employees, consultants, and independent contractors of the Company and its Subsidiaries and (z) employment agreements with any current or former employee); (x) Contracts with any Group Company, or with any officer, director, manager, stockholder, member of an Affiliate of the Company, any of its Subsidiaries, any Group Company or any of their respective relatives or Affiliates other than with Acquiror or any of its Affiliates (“Affiliate Agreements”) (other than the Company, any of the Company’s Subsidiaries or any Group Company) (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Governing Documents, employment agreements, Contracts set forth under Section 5.12(a)(ix) 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); (xi) employment, severance, consulting, and similar Contracts with each current executive officer, director, employee or independent contractor of the Company, its Subsidiaries or any Group Company providing for an annual base salary in excess of $50,000 which is not terminable at-will without any further liability to the Company, its Subsidiaries or any Group Company; (xii) any corporate integrity agreements, settlement and other similar agreements with Governmental Authorities; (xiii) each employee collective bargaining agreement or similar Contract between the Company, any of the Company’s Subsidiaries or any Group Company, on the one hand, and any labor union or other body representing employees of the Company, any of the Company’s Subsidiaries or any Group Company, on the other hand; and (xiv) each any Contract requiring capital expenditures of pursuant to which any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local Person provides management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) to any commitment Group Company or pursuant to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a)which any Group Company provides management services to any other Person. (b) Except for any Contract that has terminated, or will terminate, upon the expiration All of the stated term thereof prior foregoing set forth on Section 5.12(a) of the Company Disclosure Letter, including all amendments and modifications thereto, are sometimes collectively referred to as “Material Contracts.” The Company has furnished or otherwise made available to Acquiror true, complete and correct copies of all Material Contracts. Each Material Contract sets forth the Closing Dateentire agreement and understanding between the Company and/or its Subsidiaries and the other parties thereto, each including a Group Company. Each Material Contract is (i) valid, binding and in full force and effect (subject to the Enforceability Exceptions and (ii) represents the legal, assuming such Material Contract is a valid and legally binding obligations obligation of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge counterparty thereto). None of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto thereto, including a Group Company, is in material breach default or violation of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received Contract in any written claim or notice of breach of or default under any such Material Contract, (C) to the Knowledge of the Company, material respect. There is 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 casecondition that exists that constitutes or, with or without notice or lapse the passage of time or both), and (D) there are no material disputes with would constitute any significant customers with respect such default or violation by the Company, its Subsidiaries or, to the knowledge of the Company, any other party thereto, including a Group Company, or give rise to any acceleration of any obligation or loss of rights or any right of termination of a Material Contract. Since December 31, 2021, neither the Company nor any of its Subsidiaries or the Group Products and no Companies has received any notice or request, in each case, in writing, on behalf of any other party to a Material Contract to terminate, cancel or not renew such Material Contract, or to renegotiate any material disputes with term thereof that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or alleging or disputing any significant suppliersbreach or default under such Material Contract.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixvi) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsor by which they are bound, waivers other than Company Benefit Plans, this Agreement or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)any Ancillary Agreement. True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror SPAC or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Each Contract that involves aggregate payments note, debenture, other evidence of Indebtedness, guarantee, loan, credit or consideration (contingent financing agreement or otherwise) payable (A) instrument or other Contract, in each case, for money borrowed by any Company Group Member of more than $500,000 or (B) to the Company Group or any of more than $500,000the Company’s Subsidiaries, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearexcess of $300,000; (ii) each Each Contract relating to Indebtedness for (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or (B) the disposition of any material assets of the Company Group pursuant to which there are or any material ongoing obligationsof its Subsidiaries, in each case, in the last two (2) years and involving payments in excess of $300,000, other than Contracts (1) in the case of the preceding clause (B), entered into in the ordinary course of business, consistent with past practice, or (2) between the Company and one or more of its Subsidiaries or between any of the Company’s Subsidiaries; (iviii) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property that involves aggregate payments in excess of $300,000 in any calendar year; (iv) Each Contract involving payments the formation of at least $500,000 in a joint venture or partnership, excluding (A) the aggregate during respective Governing Documents of the remaining term Company and its Subsidiaries and (B) Contracts between the Company and one or more of such Contract, other than sales its Subsidiaries or purchase agreements in between any of the ordinary course of business and sales of obsolete equipmentCompany’s Subsidiaries; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries in respect of the Company) that is material to the business of the any Company Group, taken as a wholeRelated Party Transaction; (vi) Contracts with each Contract current executive, officer, director or current employee of the Company or its Subsidiaries providing for an annual base salary in excess of $250,000; (vii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the Transactions; (viii) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or restricting 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 of to conduct their business with any Company Group Member to engage Person in any business, to solicit any potential customer, to operate in any geographical geographic area or to compete with any Person, in each case, in any material respect, respect other than customary non-disclosure non‑solicitation and no‑hire provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (viiix) each license Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other agreement body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (excluding x) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to xxx) pursuant to which the Company or any of the Company’s Subsidiaries (i) grants to a third Person a license, immunity, or other right in or to any Company IP or (ii) is granted by a third Person a license, immunity, or other right in or to any Intellectual Property, provided, however, that none of the following are required to be set forth on Section 4.12(a) in the Company Disclosure Letter (but shall be deemed to constitute Contracts for purposes of Section 4.13(b) if they otherwise qualify): (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental Contracts granting nonexclusive rights to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, Company IP entered into in the ordinary course of businessbusiness consistent with past practice, (B) Contracts granting the Company or any of the Company’s Subsidiaries nonexclusive rights to Intellectual Property owned by a third Person entered into in the ordinary course of business consistent with past practice, (C) Contracts granting to the Company or any of its Subsidiaries nonexclusive rights to use uncustomized software that is generally commercially available to the public on standard or nondiscriminatory terms and (D) Contracts with license, maintenance, support, and other fees less than $300,000 per year; (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 $300,000 in any calendar year; (xii) Any Contract that (A) grants to any third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one year from the date of this Agreement and requires aggregate future payments to the Company and its Subsidiaries in excess of $300,000 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) 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 (I) is a licensee with respect to has any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software ongoing obligations that materially restrict the activities or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability operations of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregateSubsidiaries; (xv) each any Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv))Governmental Authority; and (xvi) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xvxiii) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, terminate upon the expiration of the stated term thereof prior to the anticipated Closing Date, each all of the Contracts listed, or required to be listed, on Section 4.12(a) in the Company Disclosure Letter (each, a “Material Contract is Contract”) are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or the Subsidiary of the Company party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be material to the Enforceability Exceptions. In additionCompany and its Subsidiaries, taken as a whole, (Ax) no the Company Group Member and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under the Material Contracts and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default under any Material such Contract, (By) since during the Lookback Datelast twelve (12) months, none of 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, Contract and (Cz) 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 breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing list of all Contracts described in clauses (i) through (xviixi) of this Section 4.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) than Company Benefit Plans and Leases (all such Contracts as described in clauses (i) through (xvixi), collectively, the “Material Specified Contracts”). True, correct and complete copies of the Material Specified Contracts have been delivered to or made available to Acquiror or its agents or RepresentativesSPAC. (i) Each Contract that involves aggregate payments or consideration (contingent or otherwise) payable with any of the (A) top ten supply partners (calculated based on the aggregate consideration paid by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in and its Subsidiaries therefrom for the calendar year ended December 31, 2021 or any subsequent 2020) and (B) top ten demand partners (calculated based on the aggregate consideration received by the Company and its Subsidiaries therefrom for the calendar yearyear ended December 31, 2020); (ii) each Each Contract relating to Indebtedness (A) with a having an outstanding principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member10,000,000; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition thereof, in each case, involving payments in excess of any material assets of the Company Group pursuant $10,000,000 and with respect to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each Each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-wholly owned Subsidiaries of the Company) that is material to the business of the Company Groupand its Subsidiaries, taken as a whole; (viv) each Each Contract prohibiting or restricting requiring capital expenditures after the date of this Agreement in any material respect the ability an amount in excess of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into $10,000,000 in the ordinary course of businessaggregate; (viivi) each Each material license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (Ix) is a licensee with respect to any item of material Intellectual Property (excluding nonclick-exclusive wrap and shrink-wrap licenses in respect of commercially available, unmodified, “and licenses for off-the-shelf” shelf software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in and other software that is commercially available on standard terms to the ordinary course of business for the purpose of allowing the Company to provide services to such customerpublic generally), (IIy) 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 (IIIz) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, is a party and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to otherwise materially affects the Company’s standard form employee invention assignment or consulting its Subsidiaries’ ownership of or independent contractor ability to use, register, license or enforce any material Owned Intellectual Property (including concurrent use agreements, copies of which have been provided settlement agreements and consent to Acquiroruse agreements but other than licenses excluded under clause (x) above and open source licenses); (ixvii) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each Each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of or any Company Group Member, on the other handarrangement with an employer organization (each a “CBA”); (xiviii) each 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 or pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation in excess of $500,000 after the Original Agreement Datedate of this Agreement; (xiix) each sales commission, revenue sharing, distributor, reseller, referral Each Contract entered into primarily for the purpose of interest rate or brokerage Contract or other similar foreign currency hedging; and (xi) Each Contract that involves relates to the acquisition or disposition of any Equity Securities in, or assets or properties of, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which (A) annual payments payment obligations by or to the Company or any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 its Subsidiaries remain outstanding or (B) to the Company Group of more than $500,000any earn-out, in each caseindemnification, deferred or contingent payment obligations remain outstanding (excluding acquisitions or dispositions in the calendar year ended December 31ordinary course of business consistent with past practice or of assets that are obsolete, 2021 worn out, surplus or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 no longer used in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement conduct of the type described in clauses (i) through (xv) of this Section 4.12(aCompany’s business). (b) Except (x) for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing DateDate or (y) as would not reasonably be expected to have a Material Adverse Effect, each Material Specified Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a or one or more of its Subsidiaries party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In additionExcept as would not reasonably be expected to have, (A) no Company Group Member norindividually or in the aggregate, a Material Adverse Effect, none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto is in material breach of or default under of any Material Specified Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(aSection 5.13(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixviii) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsor by which they are bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Incentive Plan. True, correct and complete copies of the Material Contracts required to be listed in Section 5.13(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representatives, together with all amendments thereto. (i) Each Contract that involves aggregate payments or consideration involving obligations (contingent or otherwise) payable ), payments or revenues in excess of $200,000 in the last twelve months prior to the date of this Agreement or expected obligations (A) by contingent or otherwise), payments or revenues in excess of $200,000 in the next twelve months after the date of this Agreement, which for the avoidance of doubt shall not include any Company Group Member Transaction Expenses; (ii) Each note, debenture, other evidence of more than $500,000 Indebtedness, guarantee, loan, credit or (B) to financing agreement or instrument or other Contract for money borrowed by, or other Indebtedness of, the Company Group or any of more than $500,000the Company’s Subsidiaries, including any other agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member100,000; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries in the last two (2) 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 any no material ongoing obligationsobligations ongoing, or (B) solely between the Company and its wholly-owned Subsidiaries; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving that involves aggregate payments in excess of at least $500,000 200,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentany calendar year; (v) each joint venture ContractEach Contract involving the formation, agreement establishing an entity that is establishment, contribution to, or operation of a (A) partnership, (B) corporation, limited liability company agreement or other entity, or (C) joint venture, alliance or similar Contract entity or arrangement, or involving a sharing of profits or losses (other 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 Contracts between $100,000 (excluding, in the case of clauses (A) and (B), any wholly-owned Subsidiaries Subsidiary of the Company) that is material to the business of the Company Group, taken as a whole); (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which Contracts between the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group MemberSubsidiaries, on the one hand, and any Company Related Party, on the other hand, which are currently, or were any time in the past three (3) years, in force or under which any party thereto has or had outstanding obligations (collectively, “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 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 other benefits) in excess of $200,000; (viii) Contracts that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of any of the transactions contemplated hereby; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business in any geographic area in any material respect; (x) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union, labor organization union or works council other body representing employees of the Company or any Company Group Memberof the Company’s Subsidiaries, on the other hand; (xi) each Each Contract that is a settlement(including license agreements, conciliation coexistence agreements, and agreements with covenants not to sue, but not including non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or similar agreement with any Governmental Authority or advertising Contracts) pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a third Person the exclusive right to use Intellectual Property of the Company and its Subsidiaries will have any outstanding obligation in excess that is material to the business of $500,000 after the Original Agreement DateCompany 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 Contracts granting non-exclusive rights to use commercially available off-the-shelf software and Open Source Licenses) (collectively, the Contracts within the scope of this clause (B), the “Material In-Licenses”); (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Each Contract requiring capital expenditures by the Company or any of any Company Group Member the Company’s Subsidiaries after the Original date of this Agreement Date in an amount in excess of $500,000 100,000 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 aggregatedate of this Agreement and which requires aggregate future payments to the Company and its Subsidiaries in excess of $100,000 in any calendar year; (xv) each Contract with Contracts granting to any Affiliate of any Company Group Member or family member thereof Person (other than (1the Company or its Subsidiaries) employment agreementsa right of first refusal, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity first offer or incentive equity documents and (6) practice agreements with local management services organization substantially similar preferential right to purchase or acquire Equity Securities in the form set forth on Schedule 4.12(a)(xvCompany 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 $100,000; (xvii) Contracts with a Governmental Authority or sole-source supplier of any product or service (other than utilities)), in each case involving payments of an amount higher than $100,000; and (xvixviii) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xv) of this Section 4.12(a5.13(a). (b) Except as stated in Section 5.13(b) of the Company Disclosure Letter or in the Audited Financial Statements: (i) there is no outstanding Indebtedness (other than trade credit arising in the normal course of business) owing by the Company or any of its Subsidiaries on the one hand, to any Company Related Party or any director or commissioner (if any) of the Company or its Subsidiaries or any persons controlled by any of them, on the other hand (or vice versa), or any outstanding commitment or Contract by any person in respect of any such Indebtedness. (ii) there is no guarantee, indemnity or security document given by the Company, or any of its Subsidiaries, in favor of any Company Related Party in respect of such Indebtedness (or vice versa); and (iii) there is no outstanding Contract or transaction between the Company, or any of its Subsidiaries, on the one hand, and a Company Related Party or any director or commissioner (if any) of the Company, or any of its Subsidiaries or any persons controlled by any of them, on the other hand (or vice versa). (c) Neither the Company, nor any of its Subsidiaries, is or has been a party to any contract, commitment, arrangement, transaction or understanding which is outside the ordinary and usual course of business. (d) Save for those entered into in the ordinary course of business, there is no outstanding guarantee, indemnity, suretyship or comfort (whether or not legally binding) given by the Company or any of its Subsidiaries. (e) Save as required under this Agreement, neither the Company nor any of its Subsidiaries are a party to any Contract, commitment, arrangement, transaction, understanding, or obligation which prohibits or requires consent to the transactions contemplated in this Agreement for which waiver or consent has not been obtained prior to the Closing Date. (f) Neither the Company, nor any of its Subsidiaries, nor to the Company’s knowledge, any director, officer, employee or affiliate of the Company or its Subsidiaries is subject to any sanctions administered by any Governmental Authority whether in Singapore or elsewhere and, neither the Company nor any of its Subsidiaries are, or have been involved in any business or other dealings with any party who is subject to any sanctions administered by any Governmental Authority whether in Singapore or elsewhere. (g) Except as set forth in Section 5.13(g) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries are a party to or subject to any material Contract, transaction, arrangement, understanding or obligation which (i) is not valid, binding and enforceable against the other parties thereto in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other applicable Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) may be terminated at the option of the counterparty or any third party without reference to any fact, matter or circumstance within the Company’s, or its Subsidiaries’, control, or for convenience or no cause (excluding any option to terminate upon occurrence of a force majeure event), (iii) contains any exclusivity provisions or restricts the Company’s, or its Subsidiaries’, freedom to engage in any business with, or render any services whatsoever to, any counterparty’s direct or indirect competitors, (iv) is not in the ordinary course of Business and/or not on arms-length terms, and (v) commits the Company or any of its Subsidiaries to minimum purchases of certain products or services over any period of time. (h) Except for any Contract that has terminated, or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is all of the Contracts listed pursuant to Section 5.13(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or the Subsidiary of the Company party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be material to the Enforceability Exceptions. In additionbusiness of the Company and its Subsidiaries, taken as a whole, (A) no the Company Group Member 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 material breach of or default under any Material such Contract, (B) since during the Lookback Datelast twelve (12) months, none of 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, and (C) to the Knowledge knowledge of the Company, no event has occurred 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). (i) Except as set forth in Section 5.13(i) of the Company Disclosure Letter, as at the date of this Agreement, neither the Company nor any of its Subsidiaries have issued and delivered, or received, a written notice to terminate or vary any material Contract, transaction, arrangement, understanding or obligation to which it is subject or a party to; and, to the Company’s knowledge, there is no fact, matter or circumstance that is reasonably likely to give rise to such notice to terminate or vary under. (Dj) there Neither the Company, nor any of its Subsidiaries are no material disputes with any significant customers with respect party to or subject to any undocumented contract, agreement or arrangement which could singly or in the aggregate, result in a Company Group Products and no material disputes with Material Adverse Effect. (k) Except as set forth in Section 5.13(k) of the Company Disclosure Letter, neither the Company, nor any significant suppliersof its Subsidiaries, are or has agreed to become a member of any partnership or other unincorporated association, joint venture or consortium (other than a recognized trade association) or other profit, or income sharing arrangement.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) of the Company Disclosure Letter contains a true, complete, and correct list of each of the following Contracts to which, which each Group Company is a party to or is bound by as of the Original Agreement Datedate hereof, with respect to other than any Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)Benefit Plan. True, correct correct, and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror PACI or its agents or Representatives, together with all amendments thereto. (i) Each Contract that involves with any of the Group Companies’ top ten vendors based on aggregate payments dollars spent, collectively, by the Group Companies during the past two years; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit, or consideration (contingent financing agreement or otherwise) payable (A) by instrument or other Contract for money borrowed, including any Company Group Member of more than $500,000 agreement or (B) to the Company Group of more than $500,000commitment for future loans, credit, or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member5,000,000; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of any Group Company, in each case, involving payments in excess of $10,000,000 annually in the Company Group pursuant to aggregate, other than Contracts (A) for the purchase of a single aircraft, or (B) in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing; (iv) each lease, Each lease or rental or occupancy agreement, licenseinstallment, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property (excluding leases of Aircraft between Subsidiaries), with annual rents in excess of $5,000,000; (v) each Contract with a customer of any Group Company for the sale or license of products, or the performance of services, by any Group Company, in each case that provides for payment to the Company in excess of $5,000,000 annually; (vi) Each Real Property Lease with annual rents in excess of $5,000,000; (vii) Each Contract involving payments the formation of at least $500,000 a (A) joint venture, (B) partnership, or (C) limited liability company, in each case providing for the aggregate during sharing of revenues, profits, losses, or costs; (viii) Each material Contract (other than employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents, and Organizational Documents) between any Group Company, on the remaining term one hand, and Affiliates of such Contracta Group Company, the officers, directors, stockholders, immediate family members, employees, and managers (or equivalents) of any Group Company, on the other hand, other than sales this Agreement and the documents contemplated hereby (collectively, the “Affiliate Agreements”); (ix) Each Contract containing covenants prohibiting or purchase agreements limiting the right of any Group Company to engage in or compete with any Person in any line of business in any respect that is material to a Group Company’s business; (x) Each Contract containing “most favored nation,” “exclusivity”, or similar provisions, in each case, other than any such Contract that may be cancelled without material liability to a Group Company upon 90 days’ notice or less; (xi) Each Contract pursuant to which any rights in Intellectual Property that are material to the business of the Group Companies, taken as whole, are (a) granted by any third party to a Group Company, (b) granted by any Group Company, or (c) developed by any Person for any Group. The foregoing shall not include (v) “shrink-wrap” and “click-wrap” licenses, and other non-exclusive licenses, in each case, for generally commercially available software that has not been materially customized for any Group Company’s use, including Open Source Licenses, (w) Contracts entered into in the ordinary course of business that contain only non-exclusive licenses of Intellectual Property that are incidental and sales ancillary to the primary purpose of obsolete equipment; (v) each joint venture the Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Companyx) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions agreements entered into in the ordinary course of business that do not transfer or non-solicitation and no-hire provisions for employment license any rights in the Company Owned Intellectual Property, (y) Contracts with Company Employees, independent contractors, or consultants of any Group Company, which Contracts are entered into in the ordinary course of business, and (z) incidental trademark licenses in Contracts for marketing or advertising; (viixii) each license Collective Bargaining Agreement with a labor union, works council, or other agreement Labor Organization representing employees of a Group Company; (excluding xiii) Each Contract granting to any Person (Aother than a Group Company) non-disclosure agreementsa right of first refusal, first offer, or similar preferential right to purchase or acquire equity interests in any Group Company or material assets of any Group Company businesses; (Bxiv) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, Each Company RSA and each Contract granting Company Options; (xv) any power of attorney granted by a Group Company (other service provider, marketing, printing than powers of attorney granted in connection with trademark registration filings or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into tax matter representations in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viiixvi) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment employment, engagement or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting indemnification of any compensation employee, consultant, independent contractor, director, advisor or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C)agent, other than as required by Law; (x) each collective bargaining agreement those Contracts terminable at will on notice of 30 days or less without any severance or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv))surviving obligation; and (xvixvii) any commitment Any authorization, commitment, or agreement, whether in writing or otherwise, to enter into agreement any Contract of the type described in clauses subsections (i) through (xvxii) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as set forth on Section 4.12(b) of the Company Disclosure Letter, each Material Contract is all of the Contracts listed on Section 4.12(a) in the Company Disclosure Letter (i) are in full force and effect and (ii) represents represent the legal, valid valid, and binding obligations of the applicable Group Company Group Member that is a party thereto and, (iii) to the Knowledge of the Company, represents represent the legal, valid valid, and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to the Enforceability Exceptions. In additionperform would not have a Company Material Adverse Effect, (Ax) such Group Company has performed in all respects all respective material obligations required to be performed by it to date under such Contracts listed pursuant to Section 4.12(a), and no Company such Group Member Company, nor, to the Knowledge of the Company, any other party thereto thereto, is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Cy) during the last 12 months, no such Group Company has received any written claim or written notice of termination or breach of or default under any such Contract, and (z) to the Knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (by such Group Company or, to the Knowledge of the Company, any other party thereto, in each case, with or without notice or lapse of time or bothboth (other than defaults which were non-material and have since been cured by the Company). (c) Except as would not have a Company Material Adverse Effect, all necessary and appropriate agreements to which a Group Company is a party for the operation of the Aircraft are in effect, including but not limited to operation, maintenance, support services, spare parts, crew training, and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliersother vendors.

Contracts; No Defaults. (a) Schedule 4.12(a5.13(a) contains a true and complete listing of all Contracts (other than purchase orders and Company Benefit Plans) described in clauses “(i) )” through “(xvii) of this Section 4.12(a) xv)” below to which, as of the Original Agreement Datedate of this Agreement, with respect to any the Company Group Member or one or more of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)by which any of their respective assets are bound. True, correct and complete copies of the Material Contracts listed on Schedule 5.13(a) have been delivered to or made available to Acquiror Parent or its agents or Representativesrepresentatives. (i) Each each employee collective bargaining Contract that involves aggregate payments or consideration other Contract with any union representing, purporting to represent, or seeking to represent, any group of employees of the Company or any of its Subsidiaries; (contingent or otherwiseii) payable any Contract pursuant to which (A) by any Company Group Member of more than $500,000 or (B) to third party grants the Company Group or any of more its Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any Intellectual Property, other than $500,000(1) non-exclusive click-wrap, shrink-wrap and off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on standard and reasonable terms to the public generally with license, maintenance, support and other fees of less than $100,000, (2) non-disclosure agreements entered into in the calendar year ended December 31ordinary course of business, 2021 or any subsequent calendar year; and (ii3) each Contract relating licenses to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 Open Source Software, or (B) for borrowed moneythe Company or any of its Subsidiaries grants a license, and any pledge agreementsright, security agreements permission, consent, non-assertion or other collateral agreements in which release with respect to any Owned Intellectual Property or Owned Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such ContractSoftware, other than sales (1) non-exclusive object-code Software licenses granted to its customers in the ordinary course of business, (2) non-exclusive licenses granted to its suppliers or purchase agreements service providers in the ordinary course of business and sales solely for the performance of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of services for the Company Groupor such Subsidiary, taken as a whole; and (vi3) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment agreements entered into in the ordinary course of business; (viiiii) each license or other agreement (excluding any Contract that (A) non-disclosure agreementsprovides for any invention, (B) non-exclusive creation, conception or other development of any material Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C1) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which by the Company or any of its Subsidiaries for any other Person, (I2) is a licensee by the Company or any of its Subsidiaries jointly with respect to any item other Person or (3) for the Company or any of Intellectual Property its Subsidiaries by any other Person (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software any Invention Assignment Agreements) or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment assignment or accelerated vesting other transfer of any compensation ownership interest in any material Intellectual Property (1) to the Company or benefits any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (2) by the Company or any of its Subsidiaries to any other Person; (iv) any Contract, other than teaming agreements entered into in connection with the consummation pursuit of the Transactions alone a specific Contract with a Governmental Authority or subcontract thereto or customary non-disclosure agreements, which restricts in combination with any other event, including material respect or contains any retention, change of control, transaction or similar payments; (C) otherwise restricts material limitations on the ability of the Company or any of its Subsidiaries to terminate employment compete in any line of business or engagement in any geographic territory; (v) any Contract under which the Company or any of such individual at any time for any reason its Subsidiaries has: (A) created, incurred, assumed or no reason without penalty guaranteed (or liability; may create, incur, assume or (Dguarantee) that provides for annual compensation Indebtedness having a principal or stated amount in excess of $200,0005,000,000 and excluding guarantees of performance under Contracts with Governmental Authorities entered into in the ordinary course of business; (B) granted a Lien (excluding Permitted Liens) on its assets, whether tangible or intangible, to secure any Indebtedness having a principal or stated amount in each case excess of clauses $5,000,000; or (C) extended credit to any Person in excess of $200,000 (other than (1) intercompany loans and advances and (2) customer payment terms in the ordinary course of business); (vi) any (A) principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any of its Subsidiaries in the past three years of any Person or other business organization, division or business of any Person (including through (Cmerger 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), other than as required by Law; (x) each collective bargaining agreement Contracts for the purchase or other Contract (each, a “CBA”) with a Company Group Member, on sale of inventory or supplies entered into in the one handordinary course of business, and any labor union, labor organization or works council representing employees of any Company Group Member, on (B) to the other hand; extent not contemplated by clause “(xi) each A),” Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any earn-out, backend payment or similar obligation, in connection with any completed acquisition or disposition by the Company or any of its Subsidiaries; (vii) any Contract (excluding real property leases) with outstanding obligation 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 after 1,000,000 or, together with all related Contracts, in excess of $2,000,000, in each case, other than sales or purchases in the Original Agreement Dateordinary course of business consistent with past practice and sales of obsolete equipment; (viii) any Contract (excluding real property leases) expected to result in revenue or require expenditures in excess of $1,000,000 in the calendar year ended December 31, 2020 or any subsequent calendar year; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Company Stockholder, on the other hand; (x) any Contract with a third party 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; (xi) any Contract with a Significant OTA or a Significant Supplier; (xii) each sales commission, revenue sharing, distributor, reseller, referral any Contract involving any resolution or brokerage Contract settlement of any actual or threatened Actions or other similar Contract that involves (A) annual payments to any disputes which has a value greater than $500,000 or imposes continuing obligations on the Company Group Member in excess of $500,000or its Subsidiaries, (B) annual payments by any Company Group in excess of $250,000 including injunctive or (C) is not cancellable on 30 calendar days’ notice without payment or penaltyother non-monetary relief; (xiii) any Contract with a Governmental Authority that involves aggregate payments an executive officer of the Company or consideration (contingent its Subsidiaries, or otherwise) payable any Contract with any other employee of the Company or its Subsidiaries, which (A) by any Company Group Member of more than $500,000 provides for change in control payments or (B) provides for retention, termination payments, acceleration of the time of payment or vesting of any compensation or benefits or severance payments (excluding statutory notice, termination and severance payments that are required by applicable Law) to the Company Group any such individual with an annual base salary in excess of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year250,000; (xiv) each any Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate;that is a Real Estate Lease Document; and (xv) any Contract with a Governmental Authority. (b) With respect to each Invention Assignment Agreement and each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses Section 5.13(a), whether or not set forth on Schedule 5.13(a): (i) through except for Contracts (xvother than Invention Assignment Agreements) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof expire in accordance with their terms prior to the Closing DateClosing, each Material such Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member or its Subsidiaries that is a are party thereto and, (iii) to the Knowledge knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member norand, to the Knowledge knowledge of the Company, is enforceable by the Company or its Subsidiaries to the extent a party thereto in accordance with its 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, any of 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 Material such Contract; (iii) in the past three years, (B) since the Lookback Date, none of neither the Company nor any of its Subsidiaries has 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 Material ContractContract which, individually or the aggregate, would be reasonably expected to be material to the Company and its Subsidiaries, taken as a whole; (Civ) to the Knowledge knowledge of the Company, except for breaches or defaults which have been previously waived, 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 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 (Dv) there are no material disputes with in the past three years, neither the Company nor any significant customers with respect of its Subsidiaries have received written notice from any other party to any Company Group Products and no material disputes with any significant supplierssuch Contract that such party intends to terminate or not to renew such Contract.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Schedules contains a true and complete listing of all Contracts (other than purchase orders and any Company Benefit Plan) described in clauses (i) through (xviixii) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to any the Company Group Member or one or more of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)by which any of their respective assets are bound. True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Schedules have been delivered to or made available to Acquiror or its agents or Representativesrepresentatives. (i) Each each employee collective bargaining Contract; (ii) any Contract that involves aggregate payments pursuant to which the Company or consideration (contingent or otherwise) payable any of its Subsidiaries (A) by licenses from a third-party material Intellectual Property, other than click-wrap, shrink-wrap and off-the-shelf software (including software-as-a-service) licenses, and any Company Group Member of more other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $500,000 100,000 per year 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 Group or its Subsidiaries to compete in any line of more business or in any geographic territory; (iv) all Contracts under which the Company or any of its Subsidiaries has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis; (v) any Contract evidencing Indebtedness in an amount greater than $500,000250,000, and any pledge agreements, security agreements or other collateral agreements in which the Company or any of its Subsidiaries granted to any person a security interest in or Lien on any of the property or assets of the Company, and all agreements or instruments guaranteeing the debts or other obligations of any person; (vi) any Contract under which the Company or its Subsidiaries has extended credit to any Person (other than (1) intercompany loans and advances and (2) customer payment terms in the ordinary course of business) in an amount in excess of $250,000 of committed credit; (vii) any principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or its Subsidiaries since December 31, 2019 involving consideration in excess of $500,000 of any Person 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); (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 all sales or purchases thereunder, in excess of $250,000 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; (ix) 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 $500,000 in the calendar year ended December 31, 2021 or any subsequent calendar year; (iix) each all Contracts and agreements with any Governmental Authority to which the Company is a party, other than any Material Permits; (xi) any Contract relating to Indebtedness (A) with a principal amount (including between the amount of any undrawn but available commitments thereunder) in excess of $500,000 Company or (B) for borrowed moneyits Subsidiaries, on the one hand, and any pledge agreements, security agreements of Company’s stockholders or other collateral agreements in which with respect Affiliates, on the other hand, that will not be terminated at or prior to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member;Closing; and (iiixii) each any Contract that is a purchase and sale or similar agreement for the acquisition of establishing any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each leasejoint venture, rental or occupancy agreementpartnership, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold strategic alliance or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) collaboration that is material to the business of the Company Group, and its Subsidiaries taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a). (b) Except for any Contract that has terminated, terminated or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing Date, each Material with respect to any Contract is of the type described in Section 4.12(a), whether or not set forth on Section 4.12(a) of the Company Schedules, (i) such Contracts are in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member norand, 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 Material such Contract, (Biii) since the Lookback DateDecember 31, none of 2019, neither the Company nor its Subsidiaries has 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 Material Contract, (Civ) 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 (Dv) there are no material disputes with since December 31, 2019 through the date hereof, neither the Company nor its Subsidiaries have received written notice from any significant customers with respect other party to any Company Group Products and no material disputes with such Contract that such party intends to terminate or not renew any significant supplierssuch Contract.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixxii) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)party. True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter have been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Each Any Contract that involves aggregate payments with any of the Top Customers or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearTop Vendors; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount Each note, debenture, other evidence of any undrawn but available commitments thereunder) in excess of $500,000 indebtedness, guarantee, loan, credit or (B) for borrowed money, and any pledge agreements, security agreements financing agreement or instrument or other collateral agreements in which with respect to any contract for money borrowed by the Company Group Member granted to any Person a security interest in or Lien on any of the property its Subsidiaries, including any agreement or assets of with respect to any Company Group Membercommitment for future loans, credit or financing; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries (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 any no material ongoing obligationsobligations ongoing; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving and involves aggregate payments in excess of at least $500,000 100,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentany calendar year; (v) each Each Contract involving the formation of a joint venture Contractventure, agreement establishing an entity that is a partnership, or limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a wholecompany; (vi) each Any Contract prohibiting between the Company or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of businessits Subsidiaries; (vii) Contracts with each license current officer, director, or other agreement current employee or worker of or consultant to the Company or any of its Subsidiaries, who receives annual base compensation (excluding bonus and other benefits) in excess of $200,000; (Aviii) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing Contracts with any employee or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course consultant of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses that provide for change in respect of commercially availablecontrol, unmodifiedretention or similar payments or benefits contingent upon, “off-the-shelf” software accelerated by or software-as-a-service involving payments of not more than $500,000 in any year, or granted triggered by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business consummation of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror)transactions contemplated by this Agreement; (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation Contracts containing covenants of the Transactions alone Company or in combination with any other event, including any retention, change of control, transaction its Subsidiaries prohibiting or similar payments; (C) otherwise restricts limiting the ability right of the Company or any of its Subsidiaries to terminate employment engage in or engagement compete with any Person in any line of such individual at business or prohibiting or restricting the Company’s and its Subsidiaries’ ability to conduct their business in all material respects with any time for Person in any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Lawgeographic area; (x) each Any Contracts either (x) to which the Company is a party or (y) to the knowledge of the Company, and relating to the voting of the equity interests or the election of directors, officers or managers, as applicable, of the Company or any of its Subsidiaries, or granting a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests of the Company or any of its Subsidiaries; (xi) Any collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Memberbetween the Company, on the one hand, and any labor union, labor organization or works council or other body representing employees of the Company or any Company Group Member, of its Subsidiaries on the other hand; (xixii) each Each Contract that is a settlement(including license agreements, conciliation or similar agreement coexistence agreements, and agreements with any Governmental Authority or covenants not to sxx) pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess (i) grants to a third Person the right to use material Intellectual Property of $500,000 after the Original Agreement Date; (xii) each sales commissionCompany and its Subsidiaries, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (Cii) is not cancellable on 30 calendar days’ notice without payment granted by a third Person the right to use Intellectual Property that is material to the Company and its Subsidiaries (in each case other than Contracts containing nonexclusive rights to Intellectual Property granted or penaltyreceived by the Company and its Subsidiaries in the ordinary course of business); (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Each Contract requiring capital expenditures of any Company Group Member after the Original date of this Agreement Date in an amount in excess of $500,000 in any calendar year; (xiv) Any Contract that (A) grants to any third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one year from the aggregatedate of this Agreement and requires aggregate future payments to the Company or any of its Subsidiaries in excess of $100,000 per annum; (xv) each Contract with Contracts granting to any Affiliate of any Company Group Member or family member thereof Person (other than the Company or one of 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; (1xvi) Any Contract entered into in the last twelve (12) months reflecting the settlement of any Legal Proceedings, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company or any of its Subsidiaries, in the ordinary course of business consistent with past practice with the routine cessation of such employee’s or independent contractor’s employment agreementsor service, as applicable, with the Company or any of its Subsidiaries, (2B) confidentialityContracts reflecting the settlement of any Legal Proceedings in which the liability is covered by insurance, or (3C) invention assignment agreementssettlement Contracts for cash only (which have been paid) that do not exceed $150,000; (xvii) Any Contract providing for liquidated or stipulated damages in excess of $1,000,000 that may become payable by the Company or any of its Subsidiaries; (xviii) Any power of attorney or agency agreement to which the Company or any of its Subsidiaries is a party (other than powers of attorney granted to local attorneys, agents or accountants or their respective firms for the purposes of registrations, filings or corporate formation, tax filings or administration matters for corporate entities) involving any payments by the Company; (4xix) standard director and officer Any stockholders agreement(s) of the Company or any of its Subsidiaries; (xx) Contracts relating to the voting of the equity interests or the election of directors, officers or managers, as applicable, of the Company or any of its Subsidiaries; (xxi) Any Contract providing for indemnification agreements, (5including any obligation to advance funds for expenses) equity by the Company of the current or incentive equity documents and (6) practice agreements with local management services organization substantially in former directors or officers of the form set forth on Schedule 4.12(a)(xv))Company or any of its Subsidiaries; and (xvixxii) any commitment to enter into agreement Contracts involving the profit sharing of the type described Company or any of its Subsidiaries in clauses (i) through (xv) excess of this Section 4.12(a)$100,000 in any given year. (b) Except for any Contract that has terminated, or will terminate, upon the expiration As of the stated term thereof prior date of this Agreement, all of the Contracts listed pursuant to the Closing Date, each Material Contract is Section 4.12(a) are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or one of its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other counter parties thereto. Except, in each case, subject where the occurrence of such breach or default would not have, or would not reasonably be expected to the Enforceability Exceptions. In additionhave, a Company Material Adverse Effect, (Ax) no the Company Group Member and its Subsidiaries have performed in all material 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, any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default under any Material such Contract, (By) since the Lookback Date, none as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or notice of termination or breach of or default under any such Material Contract, and (Cz) 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 breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(aSection 5.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixvi) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to any Company the Group Member is a party (together with all material amendmentsor by which it is bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed in Section 5.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror SPAC or its agents or Representatives.representatives, together with all amendments thereto: (i) Each any Contract that involves aggregate payments with any of the Top Customers or consideration the Top Vendors; (contingent ii) each note, debenture, Contract or otherwise) payable (A) by other evidence of Indebtedness of the Group, including any Company Group Member of more than $500,000 agreement or (B) to the Company Group of more than $500,000commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group MemberUS$250,000; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to in the last three (3) years, in each case, involving payments in excess of US$200,000 other than Contracts in which the applicable acquisition or disposition has been consummated, and there are any material ongoing obligationsno liabilities of the Group remaining or obligations of the Group ongoing; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, of or any leasehold or other interest in any real or personal property involving and involves aggregate payments in excess of at least $500,000 US$100,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentany calendar year; (v) each Contract involving the formation of a joint venture Contractventure, agreement establishing partnership or strategic alliance involving payments of an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries amount of the Company) that is material to the business of the Company Group, taken as a wholeover US$200,000; (vi) each Contract prohibiting without prejudice to and without duplication of Section 5.12(a)(ii), Contracts (other than employment agreements, indemnification agreements, employee confidentiality and invention assignment agreements, equity or restricting equity incentive documents, or any other agreement of similar nature entered into in any material respect the ability ordinary course with employees or Governing Documents) between the Group, on the one hand, and Affiliates of any Company the Group, the directors and executive officers of the Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area and the members or to compete with any Personshareholders of the Company, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into an amount over US$100,000 in the ordinary course case of businessany Contract between the Group and any director or executive officer of the Group, or in an amount over US$700,000 in the case of any other Contract under this Section 5.12(a)(vi) (collectively, “Affiliate Agreements”); (vii) Contracts with each license current employee or individual consultant or other agreement individual service provider to the Group that provide annual base compensation (excluding (Abonus and other benefits) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course excess of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000US$100,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business Contracts with any employee or consultant of the Company Group (other than pursuant to that provide for change in control, severance, termination, retention or similar payments or benefits contingent upon, accelerated by or triggered by the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies consummation of which have been provided to Acquiror)the Transactions; (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining (or similar) agreement or other Contract (each, a “CBA”) with a Company Group Memberbetween the Group, on the one hand, and any labor union, labor organization or works council or other body representing employees of any Company Group Memberthe Group, on the other hand, other than as required by applicable Laws of the relevant jurisdictions; (x) each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue) related to use of Intellectual Property by or of the Group and material to the business of the Group (other than nonexclusive licenses (A) to use unmodified, commercially available off-the-shelf software that does not include negotiated terms and have a replacement cost and annual license fee of less than US$100,000 per each such Contract or (B) granted to end users and service providers in the ordinary course of business, including incidental trademark licenses ancillary to marketing, printing or advertising Contracts); (xi) each Contract that is that, as a settlementresult of the execution and delivery of this Agreement or the consummation of the Transactions, conciliation will require (or similar agreement purports to require) the Group to grant any license or other right with any Governmental Authority or pursuant respect to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement DateIntellectual Property; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves Contracts containing covenants of the Group (A) annual payments prohibiting or limiting the right of the Group to engage in or compete with any Company Group Member Person in excess any line of $500,000, business in any material respect or (B) annual payments by prohibiting or restricting the Group’s ability to conduct their business with any Company Group Person in excess any geographic area in any material respect, in each case, in an amount of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltyover US$200,000; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by grants to any Company Group Member of more than $500,000 Person any “most favored nation” or similar rights, (B) grant exclusivity to any Person in respect of any geographic location, any customer or any product or service, (C) requires the purchase of all or a given portion of the Group’s requirements for products or services from any Person, or any other similar provision, (D) grants to any 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 Group in excess of more than $500,000, US$200,000 in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures Contracts (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any Company Group Member after the Original Agreement Date in an amount in excess Ordinary Shares or (B) providing any person or entity with any preemptive right, right of $500,000 in the aggregateparticipation, right of maintenance or any similar right with respect to any Company Ordinary Shares; (xv) each Contract with Contracts granting to any Affiliate of any Company Group Member or family member thereof Person (other than the Group) a right of first refusal, first offer or similar right to purchase or acquire exclusive rights or ownership with respect to any service, product or Intellectual Property of the Group or to purchase or acquire equity interests in the Group; (xvi) Contracts that (A) involve any capital commitment or capital expenditure of US$200,000 (or the equivalent in other currencies) or more, in the aggregate, or (B) require performance by the Group more than one (1) employment agreementsyear from the date hereof that, in each of the case of clauses (2A) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6B), are not terminable by the Group without premium or penalty on notice of sixty (60) practice agreements with local management services organization substantially calendar days or less; (xvii) Government Contracts that involve payments by the Group in the form set forth on Schedule 4.12(a)(xv))an amount of over US$100,000; and (xvixviii) any outstanding written commitment to enter into agreement any Contract of the type described in clauses (i) through (xv) of this Section 4.12(a5.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration All of the stated term thereof prior Contracts listed pursuant to Section 5.12(a) of the Closing Date, each Material Contract is Company Disclosure Letter are (i) in full force and effect and effect, (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto, and (iii) except as set forth on Section 5.12(b) of the Company Disclosure Letter, none of the Top Customers or Top Vendors has, as of the date of this Agreement, notified the Group in each casewriting, subject or to the Enforceability Exceptions. In additionCompany’s knowledge, verbally (A) no Company that it will terminate, cancel, and adversely modify any of its existing business with the Group Member (other than due to the expiration of an existing contractual arrangement, or modifications in the ordinary course of business that do not adversely affect the Group in any material respect) or (B) that it is, or to the knowledge of the Company, otherwise involved in or threatening a material dispute with the Group or its businesses. The Group has performed in all material respects all of its obligations required to be performed by it to date under such Contracts listed pursuant to Section 5.12(a) and neither the Group, nor, to the Knowledge knowledge of the Company, any other party Party thereto is in material breach of or default under any Material such Contract, (B) since the Lookback Date, none of the Company Subsidiaries . The Group has not received any written claim or notice of termination or material breach of or default under any such Material Contract, (C) to the Knowledge of the Company, and 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 such Contract by the Group 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 (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts described in clauses (i) through (xviixiii) of this Section 4.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party or by which any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) other than any Company Benefit Plans set forth on Schedule 4.13(a) (all such Contracts as described in clauses (i) through (xvixiii), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives. (i) Each Contract that involves aggregate payments or consideration furnished (contingent or otherwise) payable (Ax) by the Company or by any Company Group Member of its Subsidiaries of more than $500,000 2,000,000 or (By) to the Company Group or to any of its Subsidiaries of more than $500,0002,000,000, in each case, in the calendar year ended December 31, 2021 2020 or any subsequent calendar year; (ii) each Each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member2,000,000; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group or any of its Subsidiaries (a) since January 1, 2019, in each case, involving payments in excess of $2,000,000 or (b) pursuant to which there are any material ongoing obligations; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that (x) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving and (y) involves aggregate payments in excess of at least $500,000 2,000,000 in the aggregate during the remaining term of such Contractany calendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each Each joint venture Contract, agreement establishing an entity that is a partnershippartnership agreement, limited liability company agreement or similar Contract (other than Contracts between wholly-wholly owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a whole); (vi) each Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $2,000,000 in the aggregate; (vii) Each material Contract prohibiting or restricting in any material respect the ability of any the Company Group Member or its Subsidiaries to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (viiviii) each Each material license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (Ix) is a licensee with respect to any item of third party-owned Intellectual Property (excluding non-exclusive licenses in respect of click-wrap, shrink-wrap and other commercially available, unmodified, available “off-the-shelfshelf software” software or software-as-a-service involving payments with annual aggregate fees of not more less than $500,000 in any year, 2,000,000) or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (IIy) is a licensor or otherwise grants to a third party any rights to use any item of Owned Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viiiix) each Each Contract for the development of material Intellectual Property by a third party that is material to for the business benefit of the Company Group or any of its Subsidiaries (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ixx) each Contract Each employment, independent contractor, consulting or similar Contract: (i) with any former (to the extent of any ongoing liability) or current employee, officer, director or individual independent contractor of the Company Service Provider or other Person any of its Subsidiaries that provides for target annual cash compensation in excess of $250,000 and sets forth the terms of such individual’s employment or service with the Company or its Subsidiaries and (A) requires the Company or any of its Subsidiaries to provide notice in excess of thirty (30) days in order to terminate such employment or service or (B) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; payments or accelerated vesting of compensation or benefits upon the transactions contemplated by this Agreement or (Cii) otherwise restricts with any Key Employee setting forth the ability terms of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other handKey Employee; (xi) each Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation in excess of $500,000 after the Original Agreement Datedate of this Agreement; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage any Contract or with any Affiliate of the Company (other similar Contract that involves (A) annual payments to any Company Group Member in excess than a Subsidiary of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltythe Company); (xiii) any Contract with that is a Governmental Authority that involves aggregate payments currency or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year;interest hedging arrangement; and (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any Any commitment to enter into agreement of the type described in clauses (i) through (xvxiii) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract (other than the Leases) is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a or one of its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In additionExcept as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, (Aw) no Company Group Member neither the Company, any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is, or is alleged to be, in material breach of or default under any Material ContractContract of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a) (Bx) since the Lookback DateJanuary 1, none of 2019, neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Material ContractContract of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a), (Cy) 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 breach of or a default under any such Contract of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a), (in each case, with or without notice or lapse of time or both) and (z) no party to any Contract of the type described in Section 4.12(a), and (Dwhether or not set forth on Schedule 4.12(a) there are no material disputes with that is a customer of or supplier to the Company or any significant customers with respect of its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or threatened in writing to cancel or terminate its business with, the Company or any Company Group Products and no material disputes with any significant suppliersof its Subsidiaries.

Contracts; No Defaults. (a) Schedule 4.12(aSection 5.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixvi) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to any Company the Group Member is a party (together with all material amendmentsor by which it is bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed in Section 5.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror SPAC or its agents or Representatives.representatives, together with all amendments thereto: (i) Each any Contract that involves aggregate payments with any of the Top Customers or consideration the Top Vendors; (contingent ii) each note, debenture, Contract or otherwise) payable (A) by other evidence of Indebtedness of the Group, including any Company Group Member of more than $500,000 agreement or (B) to the Company Group of more than $500,000commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group MemberUS$100,000; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to in the last five (5) years, in each case, involving payments in excess of US$100,000 other than Contracts in which the applicable acquisition or disposition has been consummated, and there are any material ongoing obligationsno liabilities of the Group remaining or obligations of the Group ongoing; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, of or any leasehold or other interest in any real or personal property involving and involves aggregate payments in excess of at least $500,000 US$50,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentany calendar year; (v) each Contract involving the formation of a joint venture Contractventure, agreement establishing an entity that is a partnership, strategic alliance or limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a wholecompany; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, Contracts (other than customary non-disclosure provisions employment agreements, employee confidentiality and invention assignment agreements, equity or non-solicitation equity incentive documents and no-hire provisions for employment entered into in Governing Documents) between the ordinary course Group, on the one hand, and Affiliates of businessthe Group, the officers and managers (or equivalents) of the Group, the members or shareholders of the Company, any employee of the Group or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with each license current employee or individual consultant or other agreement individual service provider to the Group that provide annual base compensation (excluding (Abonus and other benefits) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course excess of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000US$100,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business Contracts with any employee or consultant of the Company Group (other than pursuant to that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the Company’s standard form employee invention assignment consummation of the Transactions or consulting or independent contractor agreements, copies of which have been provided to Acquiror)the FST Restructuring; (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining (or similar) agreement or other Contract (each, a “CBA”) with a Company Group Memberbetween the Group, on the one hand, and any labor union, labor organization or works council or other body representing employees of any Company Group Memberthe Group, on the other hand; (xix) each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue) related to use of Intellectual Property by or of the Group and material to the business of the Group (other than nonexclusive licenses (A) to use unmodified, commercially available off-the-shelf software that is does not include negotiated terms and have a settlementreplacement cost and annual license fee of less than US$200,000 per each such Contract or (B) granted to end users and service providers in the ordinary course of business, conciliation including incidental trademark licenses ancillary to marketing, printing or similar agreement advertising Contracts); (xi) Contracts containing covenants of the Group (A) prohibiting or limiting the right of the Group to engage in or compete with any Governmental Authority Person in any line of business in any material respect or pursuant (B) prohibiting or restricting the Group’s ability to which the Company or conduct their business with any of its Subsidiaries will have Person in any outstanding obligation geographic area in excess of $500,000 after the Original Agreement Dateany material respect; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar any Contract that involves (A) annual payments grants to any Company Group Member in excess of $500,000Person any preferred pricing, “most favored nation” or similar rights, (B) annual grant exclusivity to any Person in respect of any geographic location, any customer or any product or service, (C) requires the purchase of all or a given portion of the Group’s requirements for products or services from any Person, or any other similar provision, or (D) grants to any Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments by any Company to the Group in excess of $250,000 or (C) is not cancellable on 30 US$200,000 in any calendar days’ notice without payment or penaltyyear; (xiii) Contracts granting to any Contract Person (other than the Group) a right of first refusal, first offer or similar right to purchase or acquire exclusive rights or ownership with a Governmental Authority that involves aggregate payments respect to any service, product or consideration (contingent Intellectual Property of the Group or otherwise) payable (A) by any Company Group Member of more than $500,000 to purchase or (B) to the Company Group of more than $500,000, in each case, acquire equity interests in the calendar year ended December 31, 2021 or any subsequent calendar yearGroup; (xiv) each Contract requiring capital expenditures of any the arrangements and agreements described on Section 5.12(a)(xiii) of the Company Group Member after Disclosure Letter, whether or not in written form (and if in written from, whether or not executed by the Original Agreement Date in an amount in excess parties thereto as of $500,000 in the aggregatedate of this Agreement); (xv) each Contract with Contracts that (A) involve any Affiliate capital commitment or capital expenditure of any Company US$200,000 (or the equivalent in other currencies) or more, in the aggregate, or (B) require performance by the Group Member or family member thereof (other more than one (1) employment agreementsyear from the date hereof that, in each of the case of clauses (2A) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6B), are not terminable by the Group without premium or penalty on notice of sixty (60) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv))calendar days or less; and (xvi) any outstanding written commitment to enter into agreement any Contract of the type described in clauses (i) through (xvxiv) of this Section 4.12(a5.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration All of the stated term thereof prior Contracts listed pursuant to Section 5.12(a) in the Closing Date, each Material Contract is Company Disclosure Letter are (i) in full force and effect and effect, (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the counterparties thereto, and (iii) except as set forth on Section 5.12(b) of the Company Disclosure Letter, none of the Top Customers or Top Vendors has, as of the date of this Agreement, notified the Group in writing, or to the Company’s knowledge, verbally (i) that it will, or has threatened to terminate, cancel, materially limit or materially alter and adversely modify any of its existing business with the Group (other parties theretothan due to the expiration of an existing contractual arrangement) or (ii) that it is, or to the knowledge of the Company, otherwise involved in or threatening a material dispute with the Group or its businesses. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be material to the Enforceability Exceptions. In additionGroup, (Ax) no Company the Group Member has performed in all material respects all of its obligations required to be performed by it to date under such Contracts listed pursuant to Section 5.12(a) and neither the Group, nor, to the Knowledge knowledge of the Company, any other party Party thereto is in material breach of or default under any Material such Contract, (By) since the Lookback Date, none as of the Company Subsidiaries date hereof and during the three (3) years preceding the date of this Agreement, the Group has not received any written claim or notice of termination or material breach of or default under any such Material Contract, and (Cz) to the Knowledge as of the Companydate hereof and during the three (3) years preceding the date of this Agreement, 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 such Contract by the Group 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 (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts (other than purchase orders) described in clauses (i) through (xviiix) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to any the Company Group Member is a party or by which its assets are bound (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representativesrepresentatives. (i) Each Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearemployee collective bargaining Contract; (ii) each any Contract relating pursuant to Indebtedness which the Company (A) with licenses or is granted rights from a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) third party under Intellectual Property that is material to the business of the Company Groupexcluding click-wrap, taken as shrink-wrap, off-the-shelf software licenses and any other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $50,000 per year or (B) licenses or grants to a wholethird party to any rights in or to use Owned Intellectual Property or Owned Company Software (excluding non-exclusive licenses granted to customers, contractors, suppliers or service providers in the ordinary course of business); (viiii) each any Contract prohibiting or restricting which restricts in any material respect or contains any material limitations on the ability of any the Company Group Member to engage compete in any businessline of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (iv) any Contract under which the Company has created, incurred, assumed or guaranteed Indebtedness, has the right to draw upon credit that has been extended for Indebtedness, or has granted a Lien on its assets, whether tangible or intangible, to solicit secure any potential customer, to operate in any geographical area or to compete with any PersonIndebtedness, in each case, in an amount in excess of $250,000; (v) any Contract that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by the Company since December 31, 2020 of any Person or of any business entity or 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), but excluding any Contracts in which the applicable acquisition or disposition has been consummated and there are no material respectobligations ongoing; (vi) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate, other than customary non-disclosure provisions sales or non-solicitation and no-hire provisions for employment entered into purchases in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of Contract not more than $500,000 in any year, or granted by a customer under a customer agreement made in the ordinary course of business for 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 $1,000,000 in the purpose of allowing the Company to provide services to such customer)calendar year ending December 31, (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000;2021; and (viii) each any joint venture Contract, partnership agreement, limited liability company agreement or similar Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a). (b) Except for any Material Contract that has terminated, terminated or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, each individually or in the aggregate, have a Material Contract is Adverse Effect, (i) such Material Contracts are in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member norand, to the Knowledge knowledge of the Company, are enforceable by the Company 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 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 Material Contract, (iii) since December 31, 2020, the Company has not received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Civ) 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 Material Contract by the Company 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 (Dv) there are no material disputes with since December 31, 2020 through the date hereof, the Company has not received written notice from any significant customers with respect customer or supplier that is a party to any Company Group Products and no material disputes with Material Contract that such party intends to terminate or not renew any significant suppliersMaterial Contract.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts described in clauses (i) through (xviixv) of this Section 4.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party or by which any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) other than Company Benefit Plans (all such Contracts as described in clauses (i) through (xvixv), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives. (i) Each Contract that involves aggregate payments or consideration furnished (contingent or otherwise) payable (Ax) by the Company or by any Company Group Member of its Subsidiaries of more than $500,000 20,000,000 or (By) to the Company Group or to any of its Subsidiaries of more than $500,00020,000,000, in each case, in the calendar year ended December 31, 2021 2019 or any subsequent calendar year; (ii) each Each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member25,000,000; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group or any of its Subsidiaries (a) since January 1, 2017, in each case, involving payments in excess of $20,000,000 and (b) pursuant to which there are any material ongoing obligations; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that (x) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving and (y) involves aggregate payments in excess of at least $500,000 4,000,000 in the aggregate during the remaining term of such Contractany calendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each Each joint venture Contract, agreement establishing an entity that is a partnershippartnership agreement, limited liability company agreement or similar Contract (other than Contracts between wholly-wholly owned Subsidiaries of the Company) that is material to the business of the Company Groupand its Subsidiaries, taken as a whole; (vi) each Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $5,000,000 in the aggregate; (vii) Each Contract not entered into in the ordinary course of business prohibiting or restricting in any material respect the ability of any the Company Group Member or its Subsidiaries to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any PersonPerson that is material to the business of the Company and its Subsidiaries, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of businesstaken as a whole; (viiviii) each Each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (Ix) is a licensee with respect to any item of material Intellectual Property (excluding non-exclusive licenses in respect of click-wrap, shrink-wrap and commercially available, unmodified, available “off-the-shelfshelf software” software or software-as-a-service involving payments with annual aggregate fees of not more less than $500,000 in any year, 5,000,000) or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (IIy) is a licensor or otherwise grants to a third party any rights to use any item of material Intellectual Property, or (III) entered into to settle or resolve any Intellectual Propertyother than non-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, exclusive licenses granted in each case involving an amount in controversy the ordinary course of at least $500,000business; (viiiix) each Each Contract for the development of material Intellectual Property by a third party that is material to for the business benefit of the Company Group (or any of its Subsidiaries, other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which (or the applicable form Contract) have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each Each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand(each a “CBA”); (xi) each Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation in excess of $500,000 after the Original Agreement Datedate of this Agreement; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Each Contract that involves (A) annual payments to is for the employment or engagement of any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltyKey Employees; (xiii) any Contract with (x) any Affiliate of the Company (other than a Governmental Authority that involves aggregate payments or consideration (contingent or otherwiseSubsidiary of the Company) payable (A) by any Company Group Member of more than $500,000 or (By) to the Company Group any Affiliate of more either Topco or any equityholder of Topco (other than $500,000, in each case, Contracts with portfolio companies (as such term is commonly understood) Affiliated with any equityholder of Topco entered into on arm’s length terms in the calendar year ended December 31, 2021 or any subsequent calendar yearordinary course of business); (xiv) each any Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate;that is a currency or interest hedging arrangement; and (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any Any commitment to enter into agreement of the type described in clauses (i) through (xvxiv) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a or one of its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In additionExcept as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries taken as a whole, (Aw) no Company Group Member neither the Company, any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is or is alleged to be in material breach of or default under any Material ContractContract of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a), (Bx) since the Lookback DateJanuary 1, none of 2017, neither the Company nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Material ContractContract of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a), (Cy) to the Knowledge knowledge of the CompanyCompany as of the date of this Agreement, 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 of the type described in Section 4.12(a), whether or not set forth on Schedule 4.12(a), (in each case, with or without notice or lapse of time or both) and (z) no party to any Contract of the type described in Section 4.12(a), and (D) there are no material disputes with whether or not set forth on Schedule 4.12(a), that is a customer of or supplier to the Company or any significant customers with respect of its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or threatened in writing to cancel or terminate its business with, the Company or any Company Group Products and no material disputes with any significant suppliersof its Subsidiaries.

Contracts; No Defaults. (a) Schedule 4.12(aSection 3.13(a) contains of the Company Disclosure Schedules sets forth a true true, correct and complete listing list of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) to whichthe following Contracts, as of the Original Agreement Datedate hereof, with respect to which any Group Company Group Member is a party or by which any of their assets or properties are bound (together with all material amendmentseach Contract required to be set forth on Section 3.13(a) of the Company Disclosure Schedules, waivers or other changes theretoand each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 3.13(a) (all such Contracts as described in clauses (i) through (xvi)of the Company Disclosure Schedules if entered into prior to the execution and delivery of this Agreement, collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives.): (i) Each Contract that involves aggregate payments all material Contracts containing any of the following provisions enforceable or consideration (contingent or otherwise) payable purporting to be enforceable against any Group Company: (A) non-competition by any Group Company Group Member of more than $500,000 or in any business; (B) prohibitions on engagement by any Group Company in any business in any market or geographic area or during any time period or the ability to the Company sell or purchase from any Person; (C) non-solicitation of clients, customers, vendors or other business associates by any Group Company; (D) non-solicitation and/or non-hire of more than $500,000any individual by any Group Company; (E) grants of exclusive rights, in each caserights of first refusal, in the calendar year ended December 31rights of first negotiation, 2021 or similar rights to any subsequent calendar yearPerson; (F) revenue-sharing or commission obligations; or (G) “most favored nation” or similar pricing provision, minimum purchase or sale obligations, or take-or-pay provision; (ii) each any material Contract relating to Indebtedness (A) with a principal amount (including involving any exchange traded, over the amount counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or material Contract based on any commodity, security, instrument, asset, rate or index of any undrawn but available commitments thereunder) in excess of $500,000 kind or (B) for borrowed moneynature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Memberindices; (iii) each any Contract that is entered into in connection with a purchase and sale completed or similar agreement for the ongoing acquisition or disposition by any Group Company of any Person or any business unit thereof organization, Equity Securities, division, business or the disposition asset of any material assets of Person since the Company Group Lookback Date (or since March 8, 2018, with respect to SVM India) or pursuant to which there are any Group Company still has material ongoing obligationsobligations outstanding (including through merger, consolidation or other business combination, or the purchase of a controlling equity interest in or substantially all of the assets of such Person, division, business or asset or by any other manner) in each case having a value in excess of $100,000 individually or $250,000 in the aggregate; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other any Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or under which any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Group Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding has (A) non-disclosure agreementscreated, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness or any Liability of another Person, (B) non-exclusive Intellectual Property licenses incidental to employeegranted a Lien on its assets or Equity Securities (including the Company Shares), consultant, contractor, other service provider, marketing, printing whether tangible or advertising Contracts, and intangible or (C) licenses extended credit to Open Source Code, in each case, entered into any Person (other than intercompany loans solely among the Group Companies and advances and customer payment terms in the ordinary course Ordinary Course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customerBusiness), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of foregoing clauses (A) through (C), other than as required by Lawin an amount in excess of $100,000 or committed credit individually or $250,000 in the aggregate; (xv) each collective bargaining agreement any Contract with outstanding obligations for the sale or other Contract (eachpurchase of personal property, fixed assets or real estate having a “CBA”) value individually, with a Company Group Memberrespect to all sales or purchases thereunder, on the one hand, and any labor union, labor organization or works council representing employees in excess of any Company Group Member, on the other hand$100,000; (xivi) each any Contract that by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the Group Companies under such Contract or Contracts of at least $100,000 per fiscal year; (vii) any Contract not made in any calendar year in the Ordinary Course of Business and not disclosed pursuant to any other clause under this Section 3.13(a) and expected to result in revenue or require expenditures in excess of $50,000 in any calendar year or which resulted in revenue or expenditures during the fiscal year ended March 31, 2022, in excess of $50,000; (viii) any Contract that obligates any Group Company to provide continuing indemnification, warranty, support, maintenance, or service in excess of $100,000, other than in the Ordinary Course of Business; (ix) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority Entity or pursuant to which the any Group Company or counterparty thereto has outstanding obligations (other than customary confidentiality obligations), in each case other than in the Ordinary Course of Business; (x) any of its Subsidiaries will have Contract, including non-competition, severance or indemnification agreements, with a current officer, manager, director, employee or worker of, or consultant to, any outstanding obligation Group Company that provides annual base compensation (excluding bonus and other benefits) in excess of $500,000 after 100,000 (other than Contracts that can be terminated by any Group Company without cost or penalty), or that provides for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the Original Agreement Dateconsummation of the Transactions in excess of $100,000; (xi) any Contract pursuant to which any Group Company licenses material Intellectual Property Rights owned by any Group Company to any Person or licenses Intellectual Property Rights from any Person in each case that is material to the business of any Group Company, taken as a whole, and in each case, other than the Off-the-Shelf Software; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltyContracts with a Governmental Entity; (xiii) other than any offer letter or employment agreement or equivalent, any Contract with a Governmental Authority between any Group Company, on the one hand, and any of the Company Shareholders, on the other hand, that involves aggregate payments will not be terminated at or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) prior to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearClosing; (xiv) each any Contract requiring capital expenditures that grants to any Person (other than a Group Company) a right of first refusal, first offer, call option right, put option right, drag along right, tag along right or similar preferential right to purchase or acquire Equity Securities in, or assets owned or otherwise used by, any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregateCompany; (xv) each any Contract establishing or involving any joint venture, profit-sharing, partnership, limited liability company, strategic alliance, shareholders’ agreement, joint development or other similar agreement (including any shareholders’ or stockholders’ agreement), arrangement or collaboration; (xvi) all management service, financial advisory or any other similar type of Contracts and all Contracts with investment or commercial banks; (xvii) all CBAs or other agreements with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv))labor union; and (xvixviii) all powers of attorney granted to any commitment to enter into agreement Person other than in the Ordinary Course of the type described in clauses (i) through (xv) of this Section 4.12(a)Business. (b) True, correct and complete copies of the Material Contracts have been provided to or made available to SPAC or its Representatives. Except for any Contract that has terminated, terminated or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing Date, each with respect to any Material Contract is Contract, and except as would not, individually or in the aggregate, have a Company Material Adverse Effect, (i) such Material Contracts are in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Group Company Group Member that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents the legal, valid and binding obligations of each of the other parties thereto, and are, to the knowledge of the Company, enforceable by the applicable Group Company, to the extent a party thereto, in each caseaccordance with their terms, subject to except as such enforcement may be limited by the Enforceability Exceptions. In addition, (Aii) no Company none of the Group Member norCompanies or, to the Knowledge knowledge of the Company, any other party thereto to such Material Contracts is in material breach or material default, and no event has occurred that with the passage of time or giving of notice or both would constitute a material breach or material default by any Group Company, or permit termination or acceleration by the applicable Group Company or the other party thereto, under any such Material Contract, (Biii) since the Lookback Date, none of the no Group Company 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 Material Contract, (Civ) no Group Company has received written notice from any other party 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 that such party intends to terminate or not renew any such Contract, or amend the terms thereof (other than modifications in each case, with or without notice or lapse the Ordinary Course of time or bothBusiness), and (Dv) there are no Group Company has waived any material disputes with rights under any significant customers with respect such Material Contract. All of the covenants to be performed by the Group Companies under any of the Material Contracts have been fully performed, except as would not, individually or in the aggregate, have a Company Group Products and no material disputes with any significant suppliersMaterial Adverse Effect.

Contracts; No Defaults. (a) Schedule 4.12(a4.13(a) contains a true and complete listing of all Contracts described in clauses (i) through (xviixiv) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) (all such than Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”for labor and employment matters set forth on Schedule 4.14 and Schedule 4.15). True, correct True and complete copies of the Material written Contracts listed on Schedule 4.13(a) have been delivered to or made available to Acquiror or its agents or RepresentativesBuyer. (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 type (without giving effect to dollar thresholds) described in other clauses of this Section 4.13(a)) that involves aggregate the Company reasonably anticipates will involve annual payments or consideration (contingent furnished by or otherwise) payable (A) by to the Company or any Company Group Member of its Subsidiaries of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year250,000; (ii) each Each Contract relating to Indebtedness (A) with a in respect of Funded Debt having an outstanding principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money100,000, and any pledge agreementsor, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest Partnership, an outstanding principal amount in or Lien on any excess of the property or assets of with respect to any Company Group Member$250,000; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition or disposition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries (including any such Contract that contains any earnout obligations) (other than the sale of inventory in the ordinary course of business), in each case other than Contracts in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing; (iv) each Each lease, rental or occupancy agreement, real property license, installment and conditional sale agreement agreement, and other Contracts that, in each other Contract with outstanding material obligations that case, (A) (1) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C2) licenses to Open Source Code, involves annual payments in each case, entered into in the ordinary course excess of business) under which the Company $250,000 or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment ownership of, leasing of, title to, use of, or accelerated vesting of any compensation leasehold or benefits other interest in connection with the consummation of the Transactions alone any Leased Real Property; (v) Each joint venture Contract, partnership agreement, shareholder agreement or in combination with any other event, including any retention, change of control, transaction limited liability company agreement (or similar payments; Contract), in each case, other than with respect to any Person that is wholly owned (Cdirectly or indirectly) otherwise restricts by the ability Company; (vi) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $250,000; (vii) Each Contract containing covenants expressly limiting in any material respect the freedom of the Company or any of its Subsidiaries to terminate employment compete with any Person in a product line or engagement line of such individual business or operate at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Lawlocation; (xviii) each collective bargaining agreement or other Each Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries licenses material Intellectual Property from a third party, other than confidentiality agreements, employee invention assignment agreements and similar agreements with independent contractors, click wrap, shrink wrap and off the shelf licenses, and any other software licenses that are commercially available on reasonable terms to the public generally with license, maintenance, support and other fees less than $250,000 per year; (ix) Each Contract pursuant to which the Company or any of its Subsidiaries licenses material Intellectual Property to a third party, other than confidentiality agreements in connection with products or services offered by the Company or its Subsidiaries in the ordinary course of business; (x) Contracts creating or permitting a Lien (other than a Permitted Lien) upon any material assets or properties of the Company or any of its Subsidiaries; (xi) Contracts with any Governmental Authority that the Company reasonably anticipates will have involve annual payments or consideration furnished to the Company or any outstanding obligation in excess of its Subsidiaries of more than $500,000 after the Original Agreement Date250,000; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess Powers of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty;attorney; and (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a)Each Employment Agreement. (b) Except for any Contract that has terminatedas set forth on Schedule 4.13(b), or will terminate, upon the expiration all of the stated term thereof prior Contracts listed or disclosed or required to be listed or disclosed on Schedule 4.13(a) (all of such Contracts, the Closing Date, each “Material Contract is Contracts”) (i) are in full force and effect effect, subject to the Remedies Exception, and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or one of its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the CompanySeller, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to case other than such Material Contracts (x) that expire by their terms after the Enforceability Exceptionsdate hereof and are not renewed or (y) that are terminated by the other party thereto after the date hereof (other than in connection with a breach of such Material Contract by the Company or such Subsidiary). In additionExcept as set forth on Schedule 4.13(b), (Ax) no Company Group Member neither the Company, any of its Subsidiaries nor, to the Knowledge knowledge of the CompanySeller, any other party thereto is (with or without the lapse of time or the giving of notice, or both) in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Cy) neither the Company nor any of its Subsidiaries has received any claim or notice of material breach of or material default under any such Material Contract, and (z) to the Knowledge knowledge of the CompanySeller, 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). As of the date of this Agreement, and neither the Company nor any of its Subsidiaries has, within the last six (D6) there are no material disputes months, received any written notice from any party to a Material Contract expressing the intention of such party to terminate any Material Contract prior to the expiration of such Material Contract in accordance with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliersits terms.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixv) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect the Company or any of the Company’s Subsidiaries has any current or future rights, responsibilities, obligations or liabilities and to which the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsparty, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Each Contract, excluding leases, subleases or other occupancy agreements related to real property, pursuant to which Company or any of the Company’s Subsidiaries is obligated to pay, or entitled to receive, payments in excess of $1,000,000 in the twelve (12) month period following the date hereof; Table of Contents (ii) Any Contract that involves aggregate payments with any of the Top Vendors (other than Standard Contracts); (iii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or consideration financing agreement (contingent other than equity financings) or otherwise) payable (A) instrument or other Contract for money borrowed by any Company Group Member of more than $500,000 or (B) to the Company Group or any of more than $500,000the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearexcess of $1,000,000; (iiiv) each Each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries in the last five (5) years, in each case, involving payments in excess of $500,000, other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are any no material obligations ongoing obligationsor (B) between the Company and its Subsidiaries; (ivv) Each Real Property Lease; (vi) Each Contract involving the formation of a (A) joint venture, (B) legal partnership, or (C) limited liability company, in each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides case providing for the ownership ofsharing of revenues, leasing ofprofits, occupancy oflosses or costs (excluding, title toin the case of clauses (B) and (C), use ofany Subsidiary of the Company); (vii) Contracts (other than employment agreements, employee confidentiality and invention assignment agreements, independent contractor agreements, equity or incentive equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, and Affiliates of the Company or any leasehold of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other interest hand (collectively, “Affiliate Agreements”); (viii) Management or advisory services Contracts (excluding Contracts for employment) involving the Company or its Subsidiaries, in each case exceeding $1,000,000 individually; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any real line of business in any material respect or personal property involving (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (x) Any Collective Bargaining Agreement; (xi) Each Contract (including license agreements, coexistence agreements, settlement agreements, and agreements with applicable covenants not to xxx) that involved aggregate payments by or to the Company or any of at least the Company’s Subsidiaries in excess of $500,000 in the aggregate during year ended December 31, 2020, pursuant to which the remaining term Company or any of such Contractthe Company’s Subsidiaries (i) grants to a third Person any material rights with respect to any Company Owned IP or (ii) is granted by a third Person any material rights with respect to Intellectual Property (in each case for subclauses (i) and (ii), other than sales (A) Contracts granting nonexclusive rights to technology, Software, works, or purchase agreements Intellectual Property that are generally available on commercial terms and/or that are made in the ordinary course of business on market, reasonable and sales of obsolete equipment; industry-standard terms, (vB) each joint venture ContractOpen Source Licenses, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the CompanyC) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment agreements entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (BD) non-exclusive Intellectual Property licenses incidental to employeeContracts with employees, consultant, contractor, other service provider, marketing, printing or advertising Contractsindependent contractors, and (C) licenses to Open Source Codeconsultants, assigning inventions developed in each case, the provision of services for the Company that are entered into in the ordinary course of business, (E) under which incidental Trademark licenses in Contracts for marketing or advertising, and (F) Contracts concerning an allocation of ownership rights in immaterial foreground or developed Intellectual Property) (collectively (A)-(F) “Standard Contracts”); (xii) Each Contract, excluding Real Property Leases, requiring capital expenditures by the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original date of this Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 1,000,000 in the aggregatetwelve (12) month period following the date hereof; Table of Contents (xiii) Any Contract that grants to any third Person any “most favored nation rights”; (xiv) 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; and (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xvxiv) of this Section 4.12(a). (b) Except for any Contract that has terminated, will terminate or will terminate, have terminated upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is all of the Contracts listed pursuant to Section 4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or the Subsidiary of the Company party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be material to the Enforceability Exceptions. In additionCompany and its Subsidiaries, taken as a whole, (Ax) no the Company Group Member and its Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under such Contracts listed in 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 material breach of or default under any Material such Contract, (By) since during the Lookback Datelast twelve (12) months, none of 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, and (Cz) 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 breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a) 2.12 contains a true and complete listing list, dated as of the date hereof, of all Contracts described in clauses (i) through (xviixv) of this Section 4.12(a) below to which, as of the Original Agreement Date, with respect to any which Company Group Member or TAC is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)party. True, correct and complete copies of the Material Contracts referred to in clauses (i)-(xv) below have been delivered to delivered, or made available available, to Acquiror or Xxxxxx and its agents or Representativesand representatives. (i) Each Contract that which involves aggregate payments performance of services or consideration (contingent delivery of goods and/or materials, by or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to either the Company Group or TAC of more than an amount or value in excess of $500,000, in each case, 1,000,000 annually or $5,000,000 in the calendar year ended December 31, 2021 or any subsequent calendar yearaggregate; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount Each note, debenture, other evidence of any undrawn but available commitments thereunder) in excess indebtedness, guarantee, loan, letter of $500,000 credit, surety-bond or (B) for borrowed money, and any pledge agreements, security agreements financing agreement or instrument or other collateral agreements in which with respect to contract for money borrowed, including any Company Group Member granted to any Person a security interest in agreement or Lien on any of the property commitment for future loans, credit or assets of with respect to any Company Group Memberfinancing; (iii) each Contract that is a purchase and sale Each lease or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for affecting the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in in, any real material personal property; (iv) Each material licensing agreement or personal property involving payments other Contract with respect to Intellectual Property (but not including licenses for any commercially available “shrink wrap” software), including the form of at least $500,000 in agreement with current or former employees, consultants or contractors regarding the aggregate during appropriation or the remaining term nondisclosure of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentIntellectual Property (from which there has been no material deviation); (v) each joint venture Contract, Each Contract to which the Company or TAC is bound or the form of agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business by which any Personnel of the Company Groupor TAC is bound which in any manner purports to (A) restrict such Person’s freedom to engage in any line of business or to compete with any other Person, taken as a wholeor (B) assign to any other Person its rights to any invention, improvement, or discovery; (vi) each Each employment agreement, consulting agreement, collective bargaining agreement or other Contract prohibiting to or restricting with any Personnel or any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment, including without limitation, any change in control agreement, retention agreement, severance, bonus plans and agreements as well as option and other equity plans that provide for payments, benefits or acceleration of rights in connection with a change in control or, to the extent not covered by the foregoing, any other oral or written arrangements pursuant to which employees or former employees have been promised any payments or other benefits other than ordinary course salary in connection with their employment by the Company or TAC; (vii) Each joint venture agreement, partnership agreement, limited liability company, teaming agreement or other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or TAC with any other Person; (viii) Each Contract containing covenants which in any material respect way purport to restrict the ability business activity of any the Company Group Member or TAC or purport to limit the freedom of the Company or TAC to engage in any business, to solicit any potential customer, to operate in any geographical area line of business or to compete with any Person; (ix) Each Contract providing for payments to or by any Person or entity based on sales, in each case, in any material respectpurchases or profits, other than customary non-disclosure provisions direct payments for goods; (x) Each power of attorney which is currently effective and outstanding other than those given to customs brokers; (xi) Each Contract requiring capital expenditures after the date hereof in an amount in excess of $1,000,000 annually or non-solicitation and no-hire provisions for employment entered into $5,000,000 in the aggregate; (xii) Each written warranty, guaranty, indemnity or other similar undertaking with respect to contractual performance extended by either the Company or TAC other than in the ordinary course of business; (viixiii) each license or Any other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability operations of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liabilityTAC; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year;and (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a)All TAC Government Contracts. (b) Except for any Contract that has terminatedas set forth on Schedule 2.12, or will terminate, upon the expiration all of the stated term thereof prior Contracts listed pursuant to the Closing Date, each Material Contract is paragraph (ia) in full force and effect and (ii) represents hereof represent the legal, valid and binding obligations of the Company or TAC and are enforceable against either the Company or TAC in accordance with their terms subject to applicable Company Group Member that is a party thereto bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, and, (iii) to the Knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, thereto and are enforceable against such parties in each case, accordance with their terms subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. In addition, (A) no Company Group Member norExcept as set forth on Schedule 2.12, to the Knowledge of the Company, any other party thereto is in material breach no condition exists or event has occurred which, with notice or lapse of time or both, would constitute a default or a basis for force majeure or the claim of excusable delay or nonperformance under any Material Contractsuch Contracts. (c) Except as set forth on Schedule 2.12, (B) since the Lookback Datethere are no renegotiations of, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contractor, (C) to the Knowledge of the Company, no event attempts to renegotiate, or outstanding rights to renegotiate, any material amounts paid or payable to either the Company or TAC under current or completed Contracts, with any Person or entity having the contractual or statutory right to demand or require such renegotiation. Neither the Company nor TAC has occurred which individually or together with other events, would reasonably be expected to result received any written demand for such renegotiation in a breach respect of or a default under any such Contract from any Person or entity having the contractual or statutory right to demand or require such renegotiation. Except as set forth on Schedule 2.12, no customer or government contracting officer having the contractual or statutory right to demand or require renegotiation has asserted in writing that any material adjustments are required to the terms of any Contracts. (in each cased) Except as set forth on Schedule 2.12, with to the Knowledge of the Company, neither the Company nor TAC has committed any act or without notice or lapse of time or both)omission which would result in, and (D) there are has been no occurrence which would give rise to, any material disputes with any significant customers with respect to any product liability or liability for breach of warranty on the part of either the Company Group Products and no material disputes with any significant suppliersor TAC.

Contracts; No Defaults. (a) Schedule Section 4.12(a) contains of the Company Disclosure Letter sets forth a true true, correct and complete listing list of all Contracts described in clauses (i) through (xviixxiv) of this Section 4.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to any Company one or more Group Member Companies is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (iwhether or not listed on Section 4.12(a) through (xvi)of the Company Disclosure Letter, collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives.SPAC: (i) Each any Customer Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) with a top twenty (20) Customer of the Group Companies (each, a “Material Customer”) based on monthly recurring revenue by any Company the Group Member Companies in the 12-month period ended December 31, 2023 (such Customer Contracts, the “Material Customer Contracts”) or (B) pursuant to which aggregate payments of more than $500,000 10,000,000 have been paid or are payable by the Customer under such Customer Contract; (ii) any Contract with any of the twenty (20) largest vendors, suppliers or service providers (based on a consolidation of each vendor, supplier or service provider with each of its Affiliates) of the Group Companies, based on the aggregate amount of expenditures made by the Group Companies to such vendor, supplier or service provider for the 12-month period ended December 31, 2023; (iii) any Contract pursuant to which any Group Company is under an obligation to sell, assign or otherwise transfer any ownership interest in any material Intellectual Property Rights to any Person, except for any such Contract pursuant to which, as of the date of this Agreement, such sale, assignment or other transfer of ownership interest has already occurred; (iv) any Contract relating to the (A) acquisition or disposition of any material part of the business of the Group Companies, taken as a whole (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer or similar transaction) or (B) sale of any assets of such business, with respect to this clause (B), with an aggregate value in excess of $2,500,000; (v) any Contract with respect to the acquisition or disposition of any Person, the disposition of any Company Real Property or Additional Real Property or the acquisition of any real property (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer or similar transaction) pursuant to which any Group of more than $500,000Company has (A) material continuing indemnification obligations or obligations for unpaid consideration or (B) any “earn-out” or similar contingent payment obligations, in each case, that would reasonably be expected to result in the calendar year ended December 31, 2021 or any subsequent calendar yearfuture payments of more than $5,000,000; (iivi) each any Contract involving financing or borrowing of money or relating to Indebtedness (Awhether incurred, assumed, guaranteed or secured by any asset or otherwise) with a principal amount (including the amount of any undrawn but available commitments thereunder) value in excess of $500,000 2,500,000; (vii) any guarantee or (B) grant of security interest for borrowed moneydebt of a third party by any Group Company, and any pledge agreementsagreements of indemnity, security agreements surety or similar contracts, whether direct or indirect, in each case in excess of $5,000,000; (viii) personal property leases involving payments of more than $5,000,000 in the aggregate; (ix) any Contract containing covenants not to engage in or compete in any line of business or market or with any Person in any geographical area or not to solicit customers or employees of any Person, except for Contracts with current or former Company Service Providers that do not contain restrictive covenants adverse to any Group Company or otherwise would not be material to the Group Companies taken as whole; (x) any Contract pursuant to which any Group Company has granted or agreed to grant to any other collateral agreements in which Person any right to use or otherwise practice or exploit, or has granted or agreed to grant any license, covenant, release or immunity with respect to, any material Intellectual Property Rights, excluding non-exclusive rights to use or otherwise practice or exploit, or any license, covenant, release or immunity with respect to any Company Group Member Intellectual Property Rights granted to any Person a security interest in Customers or Lien on any of the property current or assets of with respect to any former Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements Service Providers in the ordinary course of business and sales of obsolete equipmentbusiness; (vxi) each any Contract pursuant to which any other Person has granted or agreed to grant to any Group Company any right to use or otherwise practice or exploit, or has granted or agreed to grant any license, covenant, release, immunity or other right, with respect to any material Intellectual Property Rights, excluding (A) Contracts for Open Source Software, and (B) Contracts with respect to off-the-shelf Software commercially available for an annual license fee, royalty or other consideration of no more than $25,000 per copy per user; (xii) any Contract concerning a joint venture Contractventure, strategic alliance, collaboration or partnership agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract with any Person (other than Contracts between wholly-owned Subsidiaries of the Company); (xiii) any Contract with a Governmental Authority in excess of $5,000,000 during the 12-month period ended December 31, 2023, based on monthly recurring revenue by the Group Companies; (xiv) any Contract that is contains any “most-favored nation” pricing or similar pricing terms, or provisions regarding minimum volumes; (xv) any collective bargaining agreement or other Contract with any labor union, trade association, labor organization or works council or any arrangement with an employer organization (each a “CBA”); (xvi) any agreement that grants any Person other than the Group Companies any rights of first refusal, rights of first offer, rights of first negotiation or similar rights with respect to any material to the properties, assets or business of the Company GroupGroup Companies, taken as a whole; (vixvii) each any Contract prohibiting relating to loans to directors, officers or restricting managers of a Group Company, other than advances of business expenses in the ordinary course of business; (xviii) any material respect Contract that contains uncapped indemnification obligations of the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any PersonCompanies, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment such Contracts entered into in the ordinary course of business; (viixix) each license or other agreement any Company Property Leases; (excluding (Axx) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) Contract that is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially availablecoexistence agreement, unmodifiedsettlement agreement, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants covenant not to sue, consent agreements, and co-existence agreementssue or similar agreement, in each case involving an amount under which any Group Company is restricted in controversy of at least $500,000its right to use, enforce or register any material Owned Intellectual Property; (viiixxi) each any Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xvxx) above) that requires aggregate payments by or to the Group Companies in excess of $5,000,000 per annum; and (xxii) any outstanding written commitment to enter into any Contract of the types described in this Section 4.12(a). (b) Except for (i) to the extent that any Material Contract that has terminatedexpires, terminates or will terminate, is not renewed following the date of this Agreement upon the expiration of the stated term thereof prior and (ii) for such failures to be legal, valid and binding or to be in full force and effect as would not reasonably be expected to be material to the Closing Datebusiness of the Group Companies, taken as a whole, each Material Contract is (ix) in full force and effect and (iiy) represents the legal, valid and binding obligations of one or more of the applicable Company Group Member that is a Companies party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In additionExcept where the occurrence of such notice, (A) no Company breach, default or failure to perform would not have a Material Adverse Effect, none of the Group Member Companies, nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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). (c) All Material Contracts executed by the Group Companies are: (i) in writing and registered (as applicable and except as would not be material to the Group Companies, taken as a whole); and (Dii) there are no material disputes with any significant customers with respect to any Company Group Products were entered into on commercial terms and no material disputes with any significant suppliersotherwise in the ordinary course of business.

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts (other than purchase orders) described in clauses (i) through (xviixvi) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to any Acquired Company Group Member is a party or by which its assets are bound (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts (including all material modifications, amendments and supplements thereto) have been delivered to or made available to Acquiror CBAH or its agents or Representativesrepresentatives. (i) Each each employee collective bargaining Contract; (ii) any IP License; (iii) any Contract which restricts in any material respect or contains any material limitations on the ability of any Acquired Company to compete in any line of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (iv) any Contract under which any Acquired Company has created, incurred, assumed or guaranteed any other Person’s Indebtedness (other than a guarantee of the Indebtedness of any Subsidiary of the Company), has the right to draw upon credit that involves aggregate payments has been extended for Indebtedness, or consideration (contingent has granted a Lien on its assets, whether tangible or otherwise) payable (A) by intangible, to secure any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000Indebtedness, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal an amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member5,000,000; (iiiv) each any Contract that is a definitive purchase and sale or similar agreement for the entered into in connection with an acquisition or disposition by any Acquired Company since December 31, 2018, involving consideration in excess of $12,500,000 of any Person or of any business unit thereof entity or 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), but excluding any Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations of any material assets of the Acquired Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a wholeongoing; (vi) each any Contract prohibiting with outstanding obligations for the sale, purchase or restricting dispositions of any property, assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $7,500,000 in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Personcalendar year, in each case, in any material respect, other than customary non-disclosure provisions any sale, purchase or non-solicitation and no-hire provisions for employment entered into disposition in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of Contract not more than $500,000 in any year, or granted by a customer under a customer agreement made in the ordinary course of business for and not disclosed pursuant to any other clause under this Section 4.12(a) and expected to result in revenue or require expenditures in excess of $7,500,000 in the purpose of allowing the Company to provide services to such customer)calendar year ending December 31, (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,0002021; (viii) each any joint venture Contract, partnership agreement limited liability company agreement or similar Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group with any Person (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to AcquirorCompany and its Subsidiaries); (ix) each any Contract with any Company Service Provider supplier, vendor or subcontractor for components and/or to provide services for integration or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for manufacturing to which the Acquired Companies had aggregate payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation obligations in excess of $200,0005,000,000 during the (12) month period ended December 31, in each case of clauses (A) through (C), other than as required by Law2020; (x) each collective bargaining agreement the top fifteen (15) power purchase agreements or other Contract (each, a “CBA”) with a Company Group Member, net metering credit agreements that provide for the purchase or sale of power or electrical energy based on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other handgross revenue during calendar year 2020; (xi) each Contract the Contract(s) that is provides for the operation and/or maintenance of energy generating projects, with a settlementtotal spend over $1,000,000, conciliation or similar agreement with any Governmental Authority or pursuant to which during the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Datelast twelve (12) months;”; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar any construction Contract that involves (A) annual payments to provides for any Company Group Member spend in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty5,000,000 after the date hereof; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearAffiliate Agreement; (xiv) each any Contract requiring capital expenditures that (A) grants to any Person any preferred pricing, “most favored nation” or similar rights or (B) grant exclusivity to any Person in respect of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregategeographic location, any customer, or any product or service; (xv) each any Government Contract with any Affiliate pursuant to which the Acquired Companies generated gross revenue during the twelve (12) month period ended December 31, 2020 in excess of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and$5,000,000; (xvi) any commitment to enter into agreement any Contract of the type described in clauses (i) through (xvxiii) of this Section 4.12(a). (b) Except for any Material Contract that has terminated, been terminated in accordance with the terms of this Agreement or will terminate, terminates upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, each individually or in the aggregate, have a Material Contract is Adverse Effect, (i) Material Contracts are in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Acquired Company Group Member that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, are enforceable by the applicable Acquired Company to the extent a party thereto in each caseaccordance with their terms, subject in all respects to the Enforceability Exceptions. In additioneffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (Awhether considered in a proceeding in equity or at law); (ii) no neither the applicable Acquired Company Group Member nor, to the Knowledge 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 Material Contract; (iii) since December 31, 2019, no Acquired Company has received any written or, to the knowledge of the Company, oral Claim or notice of material breach of or material default under any Material Contract, ; (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Civ) 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 Material Contract by the applicable Acquired Company 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, 2019, through the date hereof, no Acquired Company has received written notice from any customer or supplier that is a party to any Material Contract that such party intends to terminate or not renew any Material Contract. (c) No Acquired Company is a party to or otherwise bound by any confidentiality agreement or similar agreement with any other Person, and (D) there are no has not provided any material disputes with any significant customers with respect confidential information to any other Person, in each case, in connection with such Person’s consideration of acquiring the Company Group Products and no material disputes with any significant suppliersother than CBAH or an Affiliate of CBAH.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixv) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsparty, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter, including any amendments to such Contracts, have been delivered to or made available to Acquiror or its agents or Representativesthe Purchasers by posting such Contracts to the VDR. (i) Each Contract that involves the Company reasonably anticipates will involve aggregate payments or consideration (contingent or otherwise) payable furnished (A) by the Company or by any Company Group Member of its Subsidiaries of more than $500,000 2,500,000 or (B) to the Company Group or to any of its Subsidiaries of more than $500,0002,500,000, in each case, on a calendar year basis; (ii) Each mortgage, indenture, note or financing agreement or instrument or other Contract for money borrowed by the Company or any of the Company’s Subsidiaries, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 2,500,000, each contract that is a currency or (B) for borrowed moneyhedging arrangement, each other type of Contract evidencing Indebtedness, and any pledge agreements, security agreements or other collateral agreements in which with respect to the Company or any Company Group Member of its Subsidiaries granted to any Person person a security interest in or Lien on any of the property or assets of with respect to the Company or any Company Group Memberof its Subsidiaries, and all agreements or instruments guaranteeing the debts or other obligations of any other Person; (iii) each Each Contract with outstanding obligations that provides for the sale or purchase of personal property, fixed assets or real property and involves aggregate payments in excess of $2,500,000 in any calendar year, other than (A) sales or purchase agreements in the ordinary course of business and/or (B) sales of equipment deemed by the Company in its reasonable business judgement to be obsolete or no longer be material to the business of the Company and its Subsidiaries; (iv) Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries on or after January 1, 2020, in each case, involving payments in excess of $2,500,000 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding no material obligations that provides for ongoing or (B) between the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business Company and sales of obsolete equipmentits Subsidiaries; (v) each joint venture ContractAll broker, agreement establishing an entity that is a partnershipdistributor, limited liability company agreement dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, management or similar Contract advisory services contracts (other than Contracts between wholly-owned Subsidiaries of excluding contracts for employment), marketing consulting and advertising contracts and agreements to which the Company) that is material to the business Company or any Subsidiary of the Company Group, taken as is a wholeparty with consideration payable to or by the Company or any Subsidiary of the Company of more than $2,500,000 in any calendar year; (vi) each 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 Subsidiary of the Company); (vii) Contracts expressly prohibiting or restricting in any material respect the ability of any the Company Group Member or its Subsidiaries to engage in any business, to solicit business in any potential customermaterial respect, to operate in any geographical area or during any period of time in any material respect or to compete with any PersonPerson in any line of business in any material respect, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (viiviii) each license Each employee collective bargaining Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union or other agreement body representing employees of the Company or any of the Company’s Subsidiaries, on the other hand; (ix) Each Intellectual Property Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue, but excluding non-disclosure agreements entered into in the ordinary course of business and non-exclusive Trademark licenses incidental to marketing, printing, or advertising Contracts) pursuant to which the Company or any of the Company’s Subsidiaries (A) non-disclosure agreements, (B) non-exclusive grants to a third Person the right to use or license material Intellectual Property licenses incidental of the Company and its Subsidiaries (other than Contracts granting nonexclusive rights to employee, consultant, contractor, other service provider, marketing, printing use Company products or advertising Contracts, and (C) licenses to Open Source Code, in each case, services entered into in the ordinary course of business) under which the Company ), or any of its Subsidiaries (IB) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in third Person the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights right to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of license Intellectual Property by a third party that is material to the business of the Company Group and its Subsidiaries (other than pursuant Contracts granting nonexclusive rights to the Company’s standard form employee invention assignment use commercially available software or consulting or independent contractor agreements, copies services with annual aggregate fees of which have been provided to Acquirorless than $200,000 and Open Source Licenses); (ixx) each 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 $2,500,000 in any calendar year; (xi) Each Contract with any Company Service Provider or other Person that Governmental Authority; (xii) Each Contract (A) provides for severanceunder which the Company or any its Subsidiaries has agreed to purchase goods or services from a vendor, termination payment, notice of termination, supplier or similar compensation other person on a preferred supplier or benefit; “most favored supplier” basis or (B) provides for that the Company or any of its Subsidiaries is subject to that grants to any third Person (1) “most favored customer” pricing status or price matching rights or (2) other price guarantees, in each case, that involves aggregate payments in excess of $2,500,000 in any calendar year; (xiii) Each Contract involving the payment of royalties or accelerated vesting of any compensation other amounts calculated based upon the revenues or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability income of the Company or any of its Subsidiaries or income or revenues related to terminate employment any product or engagement service of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation that involves aggregate payments in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to 2,500,000 in any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Each Contract requiring capital expenditures that results in any Person holding a power of attorney from the Company or any Subsidiary of the Company Group Member after that materially relates to the Original Agreement Date in an amount in excess Company or any Subsidiary of $500,000 in the aggregate;Company or materially impacts the business of the Company or any Subsidiary of the Company; and (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xv) of this Section 4.12(a)) or any other Contract that is material to the Company and its Subsidiaries taken as a whole. (b) Except for any Contract that has terminatedterminated (with such termination expressly stated on Section 4.12(a) in the Company Disclosure Letter) and except as would not reasonably be expected to, individually or will terminatein the aggregate, upon be material to the expiration Company and its Subsidiaries, taken as a whole, as of the stated term thereof prior date of this Agreement, all of the Contracts listed pursuant to the Closing Date, each Material Contract is (iSection 4.12(a) in full force and effect and (ii) represents the Company Disclosure Letter represent the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to or the Knowledge Subsidiary of the Company, represents the legal, valid and binding obligations Company party thereto. As of the other parties theretodate of this Agreement, except, in each case, subject where such Contract is not material to the Enforceability Exceptions. In additionCompany and its Subsidiaries taken as a whole and where the occurrence of such breach or default or failure to perform would not reasonably be expected to be, individually or in the aggregate, a material adverse effect on the Company and its Subsidiaries taken as a whole, (Ax) no Company Group Member nornone the Company, the Company’s Subsidiaries, or, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default under any Material Contractsuch Contract other than the Existing Debt Agreement, (By) since the Lookback DateJanuary 1, none of 2020, 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, Contract and (Cz) other than with respect to the Knowledge of the CompanyExisting Debt Agreement, 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 (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixxiv) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party or by which they are bound (together with all material amendments, waivers or other changes theretoexcluding purchase orders submitted by customers) (all each such Contracts as described in clauses (i) through (xvi)Contract, collectively, the a “Company Material ContractsContract”). True, correct and complete copies of the each Company Material Contracts Contract have previously been delivered to or made available to Acquiror SPAC or its agents or Representatives, together with all amendments thereto. (i) All Contracts and agreements relating to voting, profit sharing, and other rights or obligations of an equity holder of the Company and/or of any of its Subsidiaries; (ii) All Contracts relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Equity Securities of the Company or of any of its Subsidiaries or other securities or any options, warrants or other rights to purchase or otherwise acquire any such Equity Securities of the Company or any of its Subsidiaries, other securities or options, warrants or other rights for the foregoing of any other Person; (iii) Each Contract that involves aggregate payments or consideration involving obligations (contingent or otherwise) payable (A) by any Company Group Member of more than ), payments or revenues in excess $500,000 in the aggregate or of $200,000 in the twelve months ended June 30, 2023, or expected obligations (Bcontingent or otherwise), payments or revenues in excess of $200,000 in the next twelve months after the date of this Agreement; (iv) to 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 Group or any of more than $500,000the Company’s Subsidiaries, including any other agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearexcess of $200,000; (iiv) each Each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are or any material ongoing obligationsof its Subsidiaries in the last three (3) years, other than Contracts solely between the Company and its wholly-owned Subsidiaries; (ivvi) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or tangible personal property involving that involves aggregate payments in excess of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting 100,000 in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of businesscalendar year; (vii) each license Each Contract involving the formation, establishment, contribution to, or other agreement (excluding operation of a (A) non-disclosure agreementspartnership, (B) non-exclusive Intellectual Property licenses incidental to employeecorporation, consultantlimited liability company or other entity, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Codejoint venture, alliance or similar entity, or involving a sharing of profits or losses (including joint development and joint marketing Contracts), excluding, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through and (CB), other than as required by Lawany wholly-owned Subsidiary of the Company; (xviii) each collective bargaining agreement or other Each Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have has provided funds to, made any outstanding obligation investment, advance, loan or capital contribution to, acquired the securities, Equity Securities or assets of, or assumed, guaranteed or agreed to act as a surety with respect to any liability of, any Person; (ix) Contracts between the Company and its Subsidiaries, on the one hand, and any Company Related Party, on the other hand (collectively, “Related Party Agreements”); (x) Contracts that require a notice or consent to, or otherwise contains a provision relating to, an assignment or a “change of control,” provide for change in excess control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of $500,000 after the Original Agreement DateTransactions or that would prohibit or delay the consummation of any of the Transactions; (xi) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect. (xii) each sales commissionAny collective bargaining agreement or similar labor-related Contract between the Company or any of the Company’s Subsidiaries, revenue sharingon one hand, distributor, reseller, referral or brokerage Contract and any labor union or other similar Contract that involves (A) annual payments to labor organization representing employees of the Company or any Company Group Member in excess of $500,000the Company’s Subsidiaries, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltythe other hand; (xiii) All management contracts (excluding contracts for employment) and contracts with other consultants, including any Contract with a Governmental Authority that involves contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or its Subsidiaries, but excluding any such Contracts entered into by the Company or any of its Subsidiaries in the ordinary course of business and which the aggregate payments or consideration (contingent or otherwise) payable (A) by thereunder did not exceed $100,000 in any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Any (A) employment agreements pursuant to which an employee is entitled to receive base annual compensation in excess of $100,000; and (B) consulting agreements pursuant to which an independent contractor is entitled to receive annual payments in excess of $100,000; and (C) severance agreements that provide for mandatory or potential severance payments in excess of $50,000. (xv) Each Contract (including license agreements, coexistence agreements and agreements with covenants not to sue, but not including non-disclosure agreements or incidental trademark licenses incident to marketing, printing or advertising or services provided to the Company or its Subsidiaries or other agreements for subject matter unrelated to development, licensing or use of Intellectual Property that contain an incidental license necessary for the provision or receipt of services that is not material to the Company’s or any of its Subsidiaries’ businesses entered into in the ordinary course of business) pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a third Person the right to use Intellectual Property of the Company and its Subsidiaries (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice), or (B) is granted by a third Person the right to use Intellectual Property (other than standard Contracts granting non-exclusive rights to use commercially available unmodified off-the-shelf software having a purchase price or license fee of less than $25,000 and Open Source Licenses); (xvi) Each Contract requiring capital expenditures by the Company or any of any Company Group Member the Company’s Subsidiaries after the Original date of this Agreement Date in an amount in excess of $500,000 200,000 in the aggregateany calendar year; (xvxvii) each Any Contract with that grants to any Affiliate Person any “most favored nation rights”; (xviii) Any Contract that grants to any Person price guarantees for a period greater than one (1) year and requires aggregate future payments to the Company and its Subsidiaries in excess of $200,000 in any Company Group Member or family member thereof calendar year; (xix) Contracts granting to any Person (other than (1the Company or its Subsidiaries) employment agreementsa right of first refusal, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) first offer or similar preferential right to purchase or acquire equity or incentive equity documents and (6) practice agreements with local management services organization substantially interests in the form set forth on Schedule 4.12(a)(xvCompany or any of the Company’s Subsidiaries; (xx) Contracts in connection with the waiver, compromise, or settlement of any Legal Proceedings (including any agreement pursuant to which any employment related claim is settled); (xxi) Contracts with a Governmental Authority or sole-source supplier of any product or service (other than utilities); (xxii) All Contracts entered into by the Company or any of its Subsidiaries and their respective directors, offices, employees or consultants that provide for the authorship, invention, creation or assignment of any Intellectual Property used by the Company or by any Subsidiary of the Company in connection with business; (xxiii) All non-disclosure or confidentiality Contracts or agreements entered into by the Company or any of its Subsidiary; and (xvixxiv) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xvxxiii) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, upon the expiration All of the stated term thereof prior to the Closing Date, each Company Material Contract is Contracts are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or the Subsidiary of the Company party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto, in each case, subject to except as limited by the Enforceability Exceptions. In additionThe Company and its Subsidiaries have performed in all respects all respective obligations required to be performed by them to date under the Company Material Contracts and neither the Company, (A) no Company Group Member the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Contract, (y) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written claim or, to the knowledge of the Company, written notice of termination or breach of or default under any Company Material Contract, and (Cz) to the Knowledge knowledge of the Company, no event has occurred 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). Except as set forth on Section 4.12(b) of the Company Disclosure Letter, none of the Company Material Contracts are being negotiated and no counterparty to any Company Material Contracts has sought or threatened in writing or, to the knowledge of the Company, otherwise threatened to renegotiate any such Contract or threatened non-performance under any such Contract as of the date hereof. (c) The MultiplAI Share Purchase Agreement is in full force and effect and represents the legal, valid and binding obligations of the Parent and, to the knowledge of the Company, represents the legal, valid and binding obligations of MultiplAI and the MultiplAI Shareholders, in each case, except as limited by the Enforceability Exceptions. The Parent has performed in all respects all of its obligations required to be performed by the Parent to date and neither the Parent, nor, to the knowledge of the Company, MultiplAI or any of the MultiplAI Shareholders is in breach of or default under the MultiplAI Share Purchase Agreement, (y) neither the Company nor the Parent has received any written claim or written notice of termination or breach of or default under the MultiplAI Share Purchase Agreement, and (Dz) there are to the knowledge of the Company, no material disputes event has occurred which individually or together with other events, has or would reasonably be expected to result in a breach of or a default under the MultiplAI Share Purchase Agreement by the Parent, MultiplAI or any significant customers of the MultiplAI Shareholders (in each case, with respect to any Company Group Products and no material disputes with any significant suppliersor without notice or lapse of time or both).

Contracts; No Defaults. (a) Schedule 4.12(a) contains a true and complete listing of all Contracts (other than purchase orders) described in clauses (i) through (xviiix) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to any the Company Group Member is a party or by which its assets are bound (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representativesrepresentatives. (i) Each Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearemployee collective bargaining Contract; (ii) each any Contract relating pursuant to Indebtedness which the Company (A) with licenses or is granted rights from a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) third party under Intellectual Property that is material to the business of the Company Groupexcluding click-wrap, taken as shrink-wrap, off-the-shelf software licenses and any other software licenses that are commercially available on reasonable terms to the public generally or (B) licenses or grants to a wholethird party to any rights in or to use Owned Intellectual Property or Owned Company Software (excluding non-exclusive licenses granted to customers, contractors, 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 to compete in any line of business or in any geographic territory, in each case excluding customary confidentiality agreements (or clauses) or non-solicitation agreements (or clauses); (iv) any Contract under which the Company has created, incurred, assumed or guaranteed Indebtedness, has the right to draw upon credit that has been extended for Indebtedness, or has granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness; (v) any Contract that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by the Company since March 30, 2022 of any Person or of any business entity or 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), but excluding any Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing; (vi) each any Contract prohibiting with outstanding obligations for the sale or restricting purchase of personal property, fixed assets or real estate having a value individually, with respect to all sales or purchases thereunder, in excess of $1,000,000 in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Personcalendar year, in each case, in any material respect, other than customary non-disclosure provisions sales or non-solicitation and no-hire provisions for employment entered into purchases in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of Contract not more than $500,000 in any year, or granted by a customer under a customer agreement made in the ordinary course of business for 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 $1,000,000 in the purpose of allowing the Company to provide services to such customer)calendar year ending December 31, (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000;2023; and (viii) each any joint venture Contract, partnership agreement, limited liability company agreement or similar Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a). (b) Except for any Material Contract that has terminated, terminated or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, each individually or in the aggregate, have a Material Contract is Adverse Effect, (i) such Material Contracts are in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member norand, to the Knowledge knowledge of the Company, are enforceable by the Company 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 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 Material Contract, (iii) since March 30, 2022, the Company has not received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Civ) 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 Material Contract by the Company 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 (Dv) there are no material disputes with since March 30, 2022 through the date hereof, the Company has not received written notice from any significant customers with respect customer or supplier that is a party to any Company Group Products and no material disputes with Material Contract that such party intends to terminate or not renew any significant suppliersMaterial Contract.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixiv) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (iare required to be set forth on Section 4.12(a) through (xvi), collectivelyof the Company Disclosure Letter, the “Material Contracts”). True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Each Other than as would be responsive to Sections 4.12(a)(ix), any Contract that involves aggregate or purchase commitment reasonably expected to result in a future payment or payments to or consideration (contingent by the Company or otherwise) payable (A) by any Company Group Member of more than its Subsidiaries in excess of $500,000 in any twelve (12) month period; (ii) Any Contract with any of the Top Customers (other than purchase orders, invoices or statements of work entered into in the ordinary course of business consistent with past practice); (Biii) to Any Contract with any of the Top Suppliers (other than purchase orders, invoices or statements of work entered into in the ordinary course of business consistent with past practice); (iv) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by the Company Group or any of more than $500,000the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearexcess of $500,000; (iiv) each Each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries in the last five (5) years, in each case, involving payments in excess of $500,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing; (ivvi) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving that involves aggregate payments in excess of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting 250,000 in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of businesscalendar year; (vii) each license Each Contract involving the formation of a joint venture, partnership, or other agreement limited liability company (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course case of business) under which a partnership or limited liability company, any wholly owned Subsidiary of the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customerCompany), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group Contracts (other than pursuant to the Company’s standard form employment agreements or offer letters, employee confidentiality and invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ixequity or incentive equity documents and Governing Documents) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of between the Company or any of and its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group MemberSubsidiaries, on the one hand, and Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the members or stockholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (ix) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby; (x) Contracts, other than non-disclosure agreements, containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business in any material respect or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area in any material respect; (xi) Any collective bargaining (or similar) agreement or Contract between the Company or any of the Company’s Subsidiaries, on one hand, and any labor union, labor organization union or works council other body representing employees of the Company or any Company Group Memberof the Company’s Subsidiaries, on the other hand; (xixii) each Each Contract that is a settlement(including license agreements, conciliation or similar agreement coexistence agreements, settlement agreements, and agreements with any Governmental Authority or applicable covenants not to xxx) pursuant to which the Company or any of its the Company’s Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments grants to a third Person any material rights to use or register or otherwise practice or exploit, or any covenant not to xxx for infringement or misappropriation of any Company Group Member Owned IP (except for (i) Contracts granting nonexclusive rights to Company Owned IP that is substantially similar in excess all material respects to the Company’s standard customer agreement, (ii) non-disclosure agreements entered into the ordinary course of $500,000business consistent with past practice, (iii) non-exclusive licenses granted to Company Service Providers (as defined below) for the sole purpose of providing services to the Company, (iv) non-exclusive rights to feedback granted by the Company in the ordinary course of business consistent with past practice, and (v) non-exclusive trademark licenses that are incidental to such Contract) or (B) is granted by a third Person any material rights to use or otherwise practice or exploit, or any covenant not to xxx for infringement or misappropriation of, any Intellectual Property (other than (i) Contracts granting nonexclusive rights to use commercially available off-the-shelf software having a replacement cost or annual payments license fee of less than $25,000 for all such related Contracts, (ii) Open Source Licenses, (iii) agreements between the Company and Company Service Providers for the assignment or license of Intellectual Property rights entered into on the Company’s standard form agreement regarding inventions, confidentiality and other matters (or a substantially similar form), (iv) non-disclosure agreements entered into the ordinary course of business consistent with past practice, (v) non-exclusive licenses granted by any Company Group customers in excess the ordinary course of $250,000 or business consistent with past practice, (Cvi) is not cancellable on 30 calendar days’ notice without payment or penaltynon-exclusive rights to feedback granted by third parties in the ordinary course of business consistent with past practice, and (vii) non-exclusive trademark licenses that are incidental to such Contract); (xiii) any Any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by grants to any Company Group Member of more than $500,000 third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company Group and its Subsidiaries in excess of more than $500,000, 2,500,000 in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures Contracts granting to any Person (other than the Company or its Subsidiaries) a right of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 first refusal, first offer or similar preferential right to purchase or acquire equity interests in the aggregate;Company or any of the Company’s Subsidiaries; and (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xv(xiv)) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing Date, each all of the Material Contract is Contracts are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or the Subsidiary of the Company party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not, individually or in the aggregate, reasonably be expected to be material to the Enforceability Exceptions. In additionCompany and its Subsidiaries, taken as a whole, (Ax) no the Company Group Member and its Subsidiaries have performed in all material 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 material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Cy) during the last twelve (12) months, neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral claim or written or, to the knowledge of the Company, oral notice of termination or breach of or default under any such Material Contract (which claim or notice has not been rescinded), 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 breach of or a default under any such Material Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xviixvi) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsor by which they or any of their property or assets are bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed on Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Any Contract with any of the Top Vendors or Top Customers; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) for money borrowed by any Company Group Member of more than $500,000 or (B) to the Company Group or any of more than $500,000the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member2,500,000.00; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $1,500,000.00 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing, (B) dispositions of obsolete assets in the ordinary course consistent with past practice or (C) between the Company and its Subsidiaries; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that (i) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving property, and (ii) involves aggregate payments in excess of at least $500,000 1,000,000.00 in the aggregate during the remaining term of such Contract, other than sales or purchase any calendar year for agreements in the ordinary course of business and sales of obsolete equipmentrelated to personal property; (v) each Each Contract involving the formation of a (A) joint venture Contractventure, agreement establishing an entity that is a (B) partnership, or (C) limited liability company agreement or similar Contract (other than Contracts between wholly-owned except for the Subsidiaries of the Company) that is material to the business Company listed on Section 4.2 of the Company Group, taken as a wholeDisclosure Letter); (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, Contracts (other than customary offer letters, employment agreements, bonus agreements, severance agreements, separation agreements, employee non-disclosure provisions or competition agreements, employee confidentiality and invention assignment agreements, non-solicitation and no-hire provisions for employment competition agreements, bonus agreements, separation agreements, severance agreements, or other agreement entered into in the ordinary course of business; (viior equity or incentive equity documents and Governing Documents) each license or other agreement (excluding (A) non-disclosure agreementsbetween the Company and its Subsidiaries, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contractson the one hand, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability Affiliates of the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries (other than Obagi Hong Kong, Clinactiv or any of their respective Subsidiaries), the officers and managers (or equivalents) of the Company or any of the Company’s Subsidiaries, the shareholders of the Company or any of the Company’s Subsidiaries, any employee of the Company or any of the Company’s Subsidiaries, a member of the immediate family of the foregoing Persons, or Obagi Hong Kong, Clinactiv or any of their respective Subsidiaries) (each a “Related Party”), on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with each current officer, manager, director or current employee or worker of or consultant to the Company or its Subsidiaries to terminate employment or engagement of such that provide annual base compensation, on an individual at any time for any reason or no reason without penalty or liability; or basis, (Dexcluding bonus and other benefits) that provides for annual compensation in excess of $200,000150,000.00; (viii) Contracts with any employee or consultant of the Company or any of the Company’s Subsidiaries that provide for change in control, in each case retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of clauses the transactions contemplated hereby; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries or Affiliates (A) through prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries or Affiliates to engage in or compete with any Person in any line of business in any material respect or (C), other than as required by LawB) prohibiting or restricting the Company’s and its Subsidiaries’ or Affiliates’ ability to conduct their business with any Person in any geographic area in any material respect; (x) each Any collective bargaining (or similar) agreement or other Contract (each, a “CBA”) with a between the Company Group Memberor any of the Company’s Subsidiaries, on the one hand, and any labor union, labor organization or works council or other body representing employees of the Company or any Company Group Memberof the Company’s Subsidiaries, on the other hand; (xi) each Contract that is a settlementEach material Contract, conciliation including license agreements, coexistence agreements, and agreements with covenants not to xxx (but not including non-disclosure agreements and incidental trademark licenses incident to marketing, printing or similar agreement with any Governmental Authority or advertising contracts) pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a third Person the right to use or register any material Intellectual Property of the Company and its Subsidiaries will have any outstanding obligation (“Outbound License Agreements”) or (B) is granted by a third Person the right to use or register Intellectual Property that is material to the business of the Company and its Subsidiaries (other than non-exclusive, “clickwrap” licenses, non-exclusive licenses granted in excess the ordinary course of $500,000 after the Original Agreement Datebusiness or licenses to commercially available off-the-shelf Software); (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Each Contract requiring capital expenditures by the Company or any of any Company Group Member the Company’s Subsidiaries after the Original date of this Agreement Date in an amount in excess of $500,000 1,000,000.00 in any calendar year; (xiii) Any Contract that (A) grants to any third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one year from the date of this Agreement; (xiv) Contracts granting to any Person (other than the Company or its Subsidiaries, except for Obagi Hong Kong, Clinactiv and their respective Subsidiaries) a right of first refusal, first offer or similar preferential right to purchase or acquire equity interests in the aggregateCompany or any of the Company’s Subsidiaries; (xv) each Any Contract with (A) obligating the Company to purchase or otherwise obtain any Affiliate of any Company Group Member product or family member thereof (other than (1) employment agreementsservice exclusively from a third-party, (2B) confidentialityestablishing an exclusive sale or purchase obligation of the Company with respect to any product or geographic area, (3C) invention assignment agreementsgranting any third party the exclusive right to develop, (4) standard director and officer indemnification agreementsmarket, (5) equity sell or incentive equity documents and (6) practice agreements with local management services organization substantially distribute any of the Company’s products or services, solely in the form set forth on Schedule 4.12(a)(xvcase of clause (C)), involving a payment to a third party, or the receipt of funds by the Company or any of its Subsidiaries, in each case, in excess of $500,000.00 per year or (D) containing covenants obligating the Company not to solicit customers or employees; and (xvi) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xv) of this Section 4.12(a). (b) Except for any Contract that has terminated, or will terminate, automatically terminate upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is all of the Contracts listed pursuant to Section 4.12(a) of the Company Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member or the Subsidiary of the Company that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Enforceability Exceptions. In additionCompany and its Subsidiaries, taken as a whole, (Ax) no the Company Group Member 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 material breach of or default under any Material such Contract, (By) since during the Lookback Datelast twelve (12) months, none of 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, and (Cz) 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 breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a‎5.12(a) contains a true and complete listing of all Contracts (other than purchase orders) described in clauses (i) through (xvii) the subclauses of this Section 4.12(a‎Section 5.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) other than Company Benefit Plans (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror SPAC or its agents or Representatives. (i) Each Contract that involves the Company reasonably anticipates will involve aggregate payments or consideration furnished (contingent or otherwise) payable (Ax) by the Company or by any Company Group Member of its Subsidiaries of more than $500,000 2,500,000 or (By) to the Company Group or to any of its Subsidiaries of more than $500,0002,500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year2020; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Each Contract that is a definitive purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries since January 1, 2019, in each case, involving payments in excess of $2,000,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing; (iviii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Each Contract with outstanding material obligations that provides for the ownership ofsale or purchase of personal property, leasing of, occupancy of, title to, use of, fixed assets or any leasehold or other interest real property and involves aggregate payments in excess of $1,000,000 in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contractcalendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (viv) each Each joint venture Contract, agreement establishing an entity that is a partnershippartnership agreement, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the business of the Company Group, and its Subsidiaries taken as a whole; (v) Each Contract requiring capital expenditures after the date of this Agreement in an amount in excess of $2,500,000 in the aggregate; (vi) each Each Contract expressly prohibiting or restricting in any material respect the ability of any the Company Group Member or its Subsidiaries to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, Person (other than customary Contracts with providers or other entities limiting the Company’s or any of its Subsidiary’s ability to engage providers in the same geographic area, none of which are material to the Company and its Subsidiaries, taken as a whole); (vii) Each license or other agreement with respect to any item of Intellectual Property, but excluding (x) non-disclosure provisions exclusive licenses granted by or non-solicitation to customers, suppliers and no-hire provisions for employment entered into vendors in the ordinary course of businessbusiness and (y) licenses in respect of click-wrap, shrink-wrap and commercially available “off-the-shelf software” that are generally commercially available, other than, with respect to clause (y), licenses which are material to the business of the Company and its Subsidiaries; (viiviii) each license Each Contract providing for the discovery, creation, development or reduction to practice by a third party of any material Owned Intellectual Property (other than Personnel IP Agreements); (ix) Each employee collective bargaining Contract; (x) Each mortgage, indenture, note, installment obligation or other instrument, agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental or arrangement for or relating to employee, consultant, contractor, other service provider, marketing, printing any borrowing of money by or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which from the Company or any of its Subsidiaries (I) is a licensee with respect to any item in excess of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Each Contract that is a settlementcurrency or interest hedging arrangement; (xii) Each material Contract that provides for any most favored nation provision or equivalent preferential terms, conciliation exclusivity or similar agreement with any Governmental Authority or pursuant obligations to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltysubject; (xiii) any Contract with a Governmental Authority that involves aggregate Each Lease of real property providing for annual payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year;a 12-month period; and (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any Any commitment to enter into agreement of the type described in clauses (i) through (xv) the subclauses of this Section 4.12(a‎Section 5.12(a). (b) Except for any Contract that has terminated, terminated or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing DateDate and except as would not reasonably be expected to, each Material Contract is individually or in the aggregate, result in a material liability to the Company and its Subsidiaries, taken as a whole, as of the date of this Agreement, all of the Contracts listed pursuant to ‎Section 5.12(a) are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or one of its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In additionAs of the date of this Agreement, except as would not reasonably be expected to result in, individually or in the aggregate, a material liability to the Company and its Subsidiaries, taken as a whole, (Aw) no Company Group Member neither the Company, any of its Subsidiaries nor, to the Knowledge knowledge of the Company, any other party thereto is or is alleged to be in material breach of or material default under any Material such Contract, (Bx) since the Lookback Date, none of 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 Material Contract, (Cy) 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), ) and (Dz) there are no material disputes with any significant customers with respect party to any such Contract that is a customer of or supplier to the Company Group Products and no material disputes with or any significant suppliersof its Subsidiaries has, within the past 12 months, canceled or terminated its business with, or, to the knowledge of the Company, threatened in writing to cancel or terminate its business with, the Company or any of its Subsidiaries.

Contracts; No Defaults. (a) Part 3.18(a) of the Disclosure Schedule 4.12(a) contains a complete and accurate list, and Seller has delivered to PRG true and complete listing of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) to whichcopies, as of the Original Agreement Date, with respect to any Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives.of: (i) Each each Contract or group of related Contracts that involves aggregate payments performance of services or consideration (contingent delivery of goods or otherwise) payable (A) materials by any Company Group Member ANCHA of more than an amount or value in excess of $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year25,000; (ii) each Contract relating to Indebtedness (A) with a principal amount (including or group of related Contracts that was not entered into by ANCHA in the amount ordinary course of any undrawn but available commitments thereunder) business and that involves expenditures or receipts of or by ANCHA in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member25,000; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition group of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligations; (iv) related Contracts, including each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for entered into by ANCHA affecting the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in in, any real or personal property involving (except personal property leases and installment and conditional sales agreements having unpaid a value per item or aggregate payments of at least less than $500,000 25,000 and with terms of less than one year); (iv) each mortgage, indenture, credit agreement, letter of credit or other financing agreement; (v) each licensing agreement or other Contract or group of related Contracts made by ANCHA 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 Intellectual Property Assets; (vi) each collective bargaining agreement and other Contract or group of related Contracts entered into by ANCHA to or with any labor union or other employee representative of a group of employees; (vii) each joint venture, partnership and other Contract or group of related Contracts (however named) entered into by ANCHA involving a sharing of profits, losses, costs or liabilities by ANCHA with any other Person; (viii) each Contract or group of related Contracts entered into by ANCHA containing covenants that in any way purport to materially restrict the aggregate during business activity of ANCHA or any Related Person of ANCHA or materially limit the remaining term freedom of such ContractANCHA or any Related Person of ANCHA to engage in any line of business or to compete with any Person; (ix) each Contract or group of related Contracts entered into by ANCHA providing for payments to or by any Person based on sales, purchases or profits, other than sales direct payments for goods; (x) each power of attorney granted by ANCHA that is currently effective and outstanding; (xi) each Contract or purchase agreements group of related Contracts entered into by ANCHA other than in the ordinary course of business that contains or provides for an express undertaking by ANCHA to be responsible for consequential damages; (xii) each Contract or group of related Contracts entered into by ANCHA for capital expenditures in excess of $25,000; (xiii) each written warranty, guaranty and other similar undertaking with respect to contractual performance extended by ANCHA; and (xiv) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.18(a) of the Disclosure Schedule sets forth reasonably complete details concerning such Contracts or group of related Contracts, including the parties to the Contracts and the amount of the remaining commitment of ANCHA under the Contracts. (b) Except as set forth in Part 3.18(b) of the Disclosure Schedule, to the Knowledge of Shareholders and ANCHA, no officer or director of ANCHA is bound by any Contract that purports to limit the ability of such officer or director to (i) engage in or continue any conduct, activity or practice relating to the business of ANCHA or (ii) assign to ANCHA or to any other Person any rights to any invention, improvement or discovery. (c) Except as set forth in Part 3.18(c) of the Disclosure Schedule, each Contract identified or required to be identified in Part 3.18(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms. (d) Except as set forth in Part 3.18(d) of the Disclosure Schedule: (i) ANCHA is in full compliance with all applicable terms and requirements of each Applicable Contract under which ANCHA has any obligation or liability or by which ANCHA or any of the assets owned or used by ANCHA is bound; (ii) ANCHA has no Knowledge that any other Person that has any obligation or liability under any Applicable Contract under which ANCHA has any rights is not in full compliance with all applicable terms and requirements of such Applicable Contract, in all material respects; (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 ANCHA 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) ANCHA has not given to or received from any other Person, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Applicable Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to ANCHA under current or completed Applicable Contracts with any Person and no such Person has made written demand for such renegotiation. (f) The Applicable Contracts relating to the sale, design, manufacture or provision of products or services by ANCHA have been entered into in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly-owned Subsidiaries of have been entered into without the Company) that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability commission of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions act alone or in combination concert with any other eventPerson, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment consideration having been paid or engagement of such individual at any time for any reason promised, that is or no reason without penalty or liability; or (D) that provides for annual compensation would be in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees violation of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a)Legal Requirement. (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true true, correct and complete listing list of all Contracts described in clauses (i) through (xviixix) of this Section 4.12(a) to which, as of the Original Agreement Datedate of this Agreement, with respect to any Company one or more Group Member Companies is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvixiv), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or RepresentativesSPAC. (i) Each any Contract that involves for the purchase of materials, supplies, goods, services, equipment or other assets providing for aggregate annual payments or consideration (contingent or otherwise) payable (A) by any Group Company in excess of $500,000; (ii) any sales, distribution or other similar Contract providing for the sale by any Group Member Company of materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Group Companies in excess of $500,000; (iii) any Contract with third party publishers, writers, creators, content producers or other holders of Intellectual Property rights, and any agreement pursuant to which any Intellectual Property rights have been licensed, sold, assigned or otherwise conveyed, transferred or provided either to or from any Group Company; (iv) any Contract relating to the (x) acquisition or disposition of any material part of the business of the Group Companies, taken as a whole (whether by merger or sale of stock) or (y) sale of any assets of such business; (v) any Contract involving financing or borrowing of money or relating to Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000; (vi) any guarantee or grant of security interest for debt of a third party by any Group Company, and any agreements of indemnity, surety or similar contracts, whether direct or indirect; (vii) personal property leases involving payments of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearaggregate; (iiviii) each any Contract relating containing covenants not to Indebtedness (A) compete in any line of business or with a principal amount (including the amount any Person in any geographical area or not to solicit customers or employees of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group MemberPerson; (iiiix) each any Contract granting exclusive rights to Intellectual Property rights or otherwise contemplating an exclusive relationship between any Group Company and any other Person (excluding click-wrap and shrink-wrap licenses and licenses for off-the-shelf Software and other Software that is a purchase commercially available on standard terms to the public generally and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligationsopen source licenses); (ivx) each leaseany Contract concerning a joint venture, rental or occupancy agreementstrategic alliance, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use ofcollaboration, or partnership agreement with any leasehold or other interest in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract Person (other than Contracts between wholly-owned Subsidiaries of the Company); (xi) any Contract with a Governmental Authority; (xii) any Contract that is contains any fixed or indexed pricing, “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, volume discounts, or rebates; (xiii) any collective bargaining agreement or other labor Contract with any labor union, trade association, labor organization or works council or any arrangement with an employer organization (each a “CBA”); (xiv) any Contract that provides for transaction bonus, retention, or severance benefits that would be triggered by the Transactions; (xv) any agreement that grants any Person other than the Group Companies any rights of first refusal, rights of first negotiation or similar rights with respect to any material to the properties, assets or business of the Company GroupGroup Companies, taken as a whole; (vixvi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, all employment Contracts (other than customary non-disclosure provisions offer letters or non-solicitation and no-hire provisions for employment agreements with employees employed by any Group Company entered into in the ordinary course of business; (vii) each license or other agreement (excluding business that (A) non-disclosure agreements, provide for annual salary of less than $200,000 and (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee are consistent with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiroroffer letter and/or employment agreement); (ixxvii) each any Contract with that contains indemnification obligations of the Group Companies; (xviii) any Company Service Provider or other Person Contract that (A) provides for severanceis a coexistence agreement, termination paymentsettlement agreement, notice of terminationcovenant not to sue, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000agreement, in each case of clauses (A) through (C)under which any Group Company is materially restricted in its right to use, other than as required by Law; (x) each collective bargaining agreement enforce or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and register any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv))Owned Intellectual Property; and (xvixix) any outstanding written commitment to enter into agreement any Contract of the type types described in clauses (i) through (xv) of this Section 4.12(a). (b) Except for (x) to the extent that any Material Contract that has terminatedexpires, terminates or will terminate, is not renewed following the date of this Agreement upon the expiration of the stated term thereof prior thereof, and (y) for such failures to be legal, valid and binding or to be in full force and effect as would not reasonably be expected to be material to the Closing Datebusiness of the Group Companies, taken as a whole, each Material Contract is (i) in full force and effect and (ii) represents the legal, valid and binding obligations of one or more of the applicable Company Group Member that is a Companies party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In additionExcept where the occurrence of such notice, (A) no Company breach, default or failure to perform would not have a Material Adverse Effect, none of the Group Member Companies, nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(aSection 4.11(a) of the Member Disclosure Letter contains a true and complete listing of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of the Company’s Subsidiaries is a party (together with all material amendmentsor by which they or any of their property or assets are bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed on Section 4.11(a) of the Member Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Any Contract with any of the Top Vendors or Top Customers; (ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that involves aggregate payments or consideration (contingent or otherwise) payable (A) for money borrowed by any Company Group Member of more than $500,000 or (B) to the Company Group or any of more than $500,000the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member2,500,000.00; (iii) each Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $2,500,000.00 other than Contracts (A) in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing, (B) dispositions of obsolete assets in the ordinary course consistent with past practice or (C) between the Company and its Subsidiaries; (iv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that (i) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property involving property, and (ii) involves aggregate payments in excess of at least $500,000 2,500,000.00 in the aggregate during the remaining term of such Contract, other than sales or purchase any calendar year for agreements in the ordinary course of business and sales of obsolete equipmentrelated to personal property; (v) each Each Contract involving the formation of a (A) joint venture Contractventure, agreement establishing an entity that is a (B) partnership, or (C) limited liability company agreement or similar Contract (other than Contracts between wholly-owned except for the Subsidiaries of the Company) that is material to the business Company listed on Section 4.2 of the Company Group, taken as a wholeMember Disclosure Letter; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, Contracts (other than customary offer letters, employment agreements, bonus agreements, severance agreements, separation agreements, employee non-disclosure provisions or competition agreements, employee confidentiality and invention assignment agreements, non-solicitation and no-hire provisions for employment competition agreements, bonus agreements, separation agreements, severance agreements, or other agreement entered into in the ordinary course or equity or incentive equity documents and Governing Documents) between the Company and its Subsidiaries, on the one hand, Members and Affiliates of businessthe Members, the Company or any of the Company’s Subsidiaries (other than the Company or any of the Company’s Subsidiaries), the officers and managers (or equivalents) of the Members, the Company or any of the Company’s Subsidiaries, the equityholders of the Members, any employee of the Members, the Company or any of the Company’s Subsidiaries, or any member of the immediate family of the foregoing Persons, (each a “Related Party”), on the other hand (collectively, “Affiliate Agreements”); (vii) Contracts with each license current officer, manager, director or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental current employee or worker of or consultant to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property that provide annual base compensation, on an individual basis, (excluding non-exclusive licenses bonus and other benefits) in respect excess of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000150,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract Contracts with any Company Service Provider employee or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability consultant of the Company or any of its the Company’s Subsidiaries to terminate employment that provide for change in control, retention or engagement similar payments or benefits contingent upon, accelerated by or triggered by the consummation of such individual at the transactions contemplated hereby; (ix) Contracts of the Company or any time for any reason of the Company’s Subsidiaries or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses Affiliates containing covenants (A) through prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries or Affiliates to engage in or compete with any Person in any line of business in any material respect or (C), other than as required by LawB) prohibiting or restricting the Company’s and its Subsidiaries’ or Affiliates’ ability to conduct their business with any Person in any geographic area in any material respect; (x) each Any collective bargaining (or similar) agreement or other Contract (each, a “CBA”) with a between the Company Group Memberor any of the Company’s Subsidiaries, on the one hand, and any labor union, labor organization or works council or other body representing employees of the Company or any Company Group Memberof the Company’s Subsidiaries, on the other hand; (xi) each Contract that is a settlementEach Contract, conciliation including license agreements, coexistence agreements, and agreements with covenants not to xxx (but not including non-disclosure agreements and incidental trademark licenses incident to marketing, printing or similar agreement with any Governmental Authority or advertising contracts) pursuant to which the Company or any of the Company’s Subsidiaries (A) grants to a third Person the right to use or register any material Intellectual Property of the Company and its Subsidiaries will have any outstanding obligation in excess or (B) is granted by a third Person the right to use or register Intellectual Property that is material to the business of $500,000 after the Original Agreement DateCompany and its Subsidiaries (other than standard form contracts granting nonexclusive rights to use commercially available off-the-shelf Software); (xii) each sales commission, revenue sharing, distributor, reseller, referral Each Contract requiring capital expenditures by the Company or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member of the Company’s Subsidiaries after the date of this Agreement in an amount in excess of $500,000, (B) annual payments by 2,500,000.00 in any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltyyear; (xiii) any Any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by grants to any Company Group Member of more than $500,000 third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one year from the date of this Agreement and requires aggregate future payments to the Company Group and its Subsidiaries in excess of more than $500,0002,500,000, individually or in the aggregate, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures Contracts granting to any Person (other than the Company or its Subsidiaries) a right of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 first refusal, first offer or similar preferential right to purchase or acquire equity interests in the aggregateCompany or any of the Company’s Subsidiaries; (xv) each Any Contract with (A) obligating the Company or any Affiliate of the Company’s Subsidiaries to purchase or otherwise obtain any Company Group Member product or family member thereof (other than (1) employment agreementsservice exclusively from a third-party, (2B) confidentialityestablishing an exclusive sale or purchase obligation of the Company or any of the Company’s Subsidiaries with respect to any product or geographic area, (3C) invention assignment agreementsgranting any third party the exclusive right to develop, market, sell or distribute any of the Company’s or any of the Company’s Subsidiaries’ products or services; in each case of clauses (A), (4B) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6C), involving a payment to a third party, or the receipt of funds by the Company or any of its Subsidiaries, in each case, in excess of $2,500,000; or (D) practice agreements with local management services organization substantially in containing covenants and obligating the form set forth on Schedule 4.12(a)(xv))Company not to solicit customers or employees; and (xvi) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses subsections (i) through (xv) of this Section 4.12(a4.11(a). (b) Except for any Contract that has terminated, or will terminate, automatically terminate upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is all of the Contracts listed pursuant to Section 4.11(a) in the Member Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member or the Subsidiary of the Company that is a party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be, and would not reasonably be expected to be, individually or in the aggregate, material to the Enforceability Exceptions. In additionCompany and its Subsidiaries, taken as a whole, (Ax) no the Company Group Member 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 4.11(a) and neither the Company, the Company’s Subsidiaries, nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or default under any Material such Contract, (By) since during the Lookback Datelast twelve (12) months, none of the Members, nor 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, and (Cz) 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 breach of or a default under any such Contract by the Company or its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a3.11(a) contains a complete and accurate list, and except for those Contracts set forth on Schedule 3.11(a) which will be provided by the Management Owners to the Purchaser within five (5) Business Days following the Closing, the Company has delivered to the Purchaser true and complete listing of all Contracts described in clauses copies, of: (i) through (xvii) of this Section 4.12(a) to which, as of the Original Agreement Date, with respect to any Company Group Member is a party (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives. (i) Each each Contract that involves aggregate payments performance of services or consideration delivery of goods or materials by the Company of an amount or value in excess of Ten Thousand Dollars (contingent $10,000.00) or otherwise) payable (A) by any Company Group Member having a noncancellable term of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; 60 days; (ii) each Contract relating that involves performance of services or delivery of goods or materials to Indebtedness (A) with a principal the Company of an amount (including the amount of any undrawn but available commitments thereunder) or value in excess of Ten Thousand Dollars ($500,000 10,000.00) or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person having a security interest in or Lien on any noncancellable term of the property or assets of with respect to any Company Group Member; more than 60 days; (iii) each Contract that between the Company and Springhouse; (iv) each Contract between the Company and any cooperative (including, without limitation, the Cooperative); (v) each Contract between the Company and any vendor of any cooperative (including, without limitation, the Cooperative); (vi) each Contract to which the Company is a purchase and sale or similar agreement for party which is a preferred investor agreement; (vii) each Contract pursuant to which the acquisition Company licenses other persons to use any of any Person or any business unit thereof or the disposition of any material assets of the Company Group or has agreed to support, maintain, upgrade, enhance, modify, or consult with respect to any such assets; (viii) each Contract pursuant to which there are any material ongoing obligations; other persons license the Company to use the Licensed Software; (ivix) each Contract that was not entered into in the Ordinary Course; (x) each license, lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for affecting the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in in, any real or personal property involving payments of at least $500,000 in the aggregate during assets of the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; Company; (vxi) each joint venture Contractventure, agreement establishing an entity that is a partnership, limited liability company agreement or similar and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other than Contracts between wholly-owned Subsidiaries Person; (xii) each Contract containing covenants that in any way purport to materially restrict the business activity of the Company) that is material to , or limit the business freedom of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area line of business or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; ; (viixiii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course power of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business attorney of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; currently effective and outstanding; (xiv) each Contract requiring of the Company for capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; expenditures; (xv) each Contract material written warranty, guaranty, and or other similar undertaking with any Affiliate of any Company Group Member respect to the Company, its assets, or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director the Business; and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv)); and (xvi) any commitment to enter into agreement each Contract of the type described in clauses Company containing exclusivity (ior similar) through (xv) of this Section 4.12(a)provisions. (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is as set forth in Schedule 3.11(b): (i) in full force the Company has complied with all material terms and effect and requirements of its Contracts; (ii) represents the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) 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) may contravene, conflict with, or both)result in a violation or breach of, or give the 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, the Contracts of the Company; (iii) the Company has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation or breach of, or default under, the Contracts of the Company; (iv) each Contract of the Company is legal, valid, binding, enforceable, and in full force and effect; (Dv) the Company has not, and to the Knowledge of the Management Owners, no party to any Contract of the Company has, repudiated any material provision thereof; and (vi) to the Knowledge of the Management Owners, there are no material disputes disputes, oral agreements, or forbearance programs in effect as to any Contract of the Company. (c) To the Knowledge of the Management Owners, except as set forth in Schedule 3.11(c), there are no material renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under the Contracts of the Company, with any significant customers with respect Person and to any the Knowledge of the Management Owners, no such Person has made written demand for such renegotiation. (d) Schedule 3.11(d) clarifies certain pricing terms of that certain Management Agreement dated December 21, 2000, as amended, between the Company Group Products and no material disputes with any significant suppliersthe Cooperative.

Contracts; No Defaults. (a) Schedule 4.12(a3.18(a) contains a true and complete listing of all Contracts described in clauses (i) through (xvii) of this Section 4.12(a) to which, as lists each of the Original Agreement Date, with respect following Contracts to which SWH or any Company Group Member Acquired Subsidiary is a party (such Contracts, together with all material amendmentsContracts concerning the occupancy, waivers management or other changes theretooperation of any Real Property (including brokerage contracts) (listed or otherwise disclosed in Schedule 3.7(b) and all such Contracts as described relating to the Intellectual Property Assets set forth in clauses (iSchedules 3.23(a) through (xviand 3.23(b)), collectively, the being “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representatives.: (i) Each each Contract that involves aggregate payments performance of services or consideration (contingent delivery of goods or otherwise) payable (A) materials by any Company Group Member SWH, or to SWH, of more than an amount or value in excess of $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year50,000; (ii) each Contract relating to Indebtedness (A) with a principal amount (including that was not entered into in the amount Ordinary Course of any undrawn but available commitments thereunder) Business and that involves expenditures or receipts of SWH in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member50,000; (iii) each Contract that is requires SWH to purchase or sell a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets stated portion of the Company Group pursuant to which there are any material ongoing obligationsrequirements or outputs of the Business or that contain “take or pay” provisions; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding material obligations that provides for affecting the ownership of, leasing of, occupancy of, title to, use of, of or any leasehold or other interest in any real or personal property involving (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of at least less than $500,000 in the aggregate during the remaining 50,000 and with a term of such Contract, other less than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentone year); (v) each joint venture ContractContract with any labor union or other employee representative of a group of employees relating to wages, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (hours and other than Contracts between wholly-owned Subsidiaries conditions of the Company) that is material to the business of the Company Group, taken as a wholeemployment; (vi) each employment agreement and Contract prohibiting with an independent contractor or restricting in any consultant (or similar arrangement) which are not cancellable without material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area penalty or to compete with any Person, in each case, in any material respect, other without more than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business90 days’ notice; (vii) each license Contract involving a sharing of profits, losses, costs or liabilities by SWH with any other agreement (excluding (A) non-disclosure agreementsPerson or otherwise providing for payments to or by any Person based on sales, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractorpurchases or profits, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving than direct payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000goods; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Companybroker, distributor, dealer, manufacturer’s standard form employee invention assignment or representative, franchise, agency, sales promotion, market research, marketing consulting or independent contractor agreements, copies of which have been provided to Acquiror)advertising Contract; (ix) each Contract with that relates to the acquisition or disposition of any Company Service Provider business, a material amount of stock or assets of any other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any real property (whether by merger, sale of its Subsidiaries to terminate employment stock, sale of assets or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (Cotherwise), other than as required by Law; (x) each collective bargaining agreement or other Contract relating to indebtedness (eachincluding guarantees), a “CBA”) with a Company Group Member, on the one hand, and except for any labor union, labor organization or works council representing employees of any Company Group Member, on the other handContracts relating to trade receivables; (xi) each Contract containing covenants that is a settlement, conciliation in any way purport to restrict SWH’s business activity or similar agreement limit the freedom of SWH to engage in any line of business or to compete with any Governmental Authority Person or pursuant to which the Company or in any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Dategeographic location; (xii) each sales commission, revenue sharing, distributor, reseller, referral power of attorney with respect to the Business or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penaltyAsset; (xiii) any each Contract with a any Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearBody; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregatejoint venture, partnership, or similar Contract; (xv) each Contract with any Affiliate for the sale of any Company Group Member of the Assets or family member thereof (other than (1) employment agreementsfor the grant to any Person of any option, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity right of first refusal or incentive equity documents and (6) practice agreements with local management services organization substantially in preferential or similar right to purchase any of the form set forth on Schedule 4.12(a)(xv)); andAssets; (xvi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by SWH to be responsible for indemnification of a Person, the assumption of any commitment Tax, Environmental, Health and Safety Liabilities or other Liability of any person, or consequential damages; (xvii) each Contract for capital expenditures in excess of $50,000; (xviii) each written warranty or other similar undertaking with respect to enter into agreement contractual performance extended by SWH other than in the Ordinary Course of Business; (xix) each written guaranty extended by SWH; (xx) each amendment, supplement and modification (whether oral or written) in respect of any of the type described in clauses foregoing. (ixxi) through (xv) all other Contracts that are material to SWH, the Acquired Subsidiaries, or the operation of the Business and not previously disclosed pursuant to this Section 4.12(a)3.18. (b) Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Each Material Contract is (i) in full force and effect and (ii) represents the legal, is valid and binding obligations enforceable obligation of the applicable Company Group Member that SWH and, to Seller’s Knowledge, each other Person who is a party thereto and, (iii) to the Knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and the availability of injunctive relief and other equitable remedies. SWH is, and since January 1, 2009 has been, in compliance with all applicable terms and requirements of each caseMaterial Contract in all material respects, subject to the Enforceability Exceptions. In addition, (A) no Company Group Member norand, to the Knowledge of the CompanySeller, each other Person that has or had any other party thereto is in material breach of obligation or default liability under any Material ContractContract is, (B) and since the Lookback DateJanuary 1, none 2009 has been, in compliance with all applicable terms and requirements of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (C) to the Knowledge of the Company, no Contract in all material respects. 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 that (in each case, with or without notice or lapse of time time) (i) may contravene, conflict with or both)result in a Breach of, and or give SWH or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Material Contract; or (Dii) there would cause the creation of any Encumbrance affecting SWH or the Acquired Subsidiaries. SWH has not given to or received from any other Person, at any time, any notice regarding any actual, alleged, possible or potential violation or Breach of, or default under, any Material Contract. There are no material disputes with pending or threatened under any significant customers with respect to any Company Group Products and no material disputes with any significant suppliersMaterial Contract.

Contracts; No Defaults. (a) Schedule Section 4.12(a) of the Company Disclosure Letter contains a true and complete listing of all Contracts described in clauses (iSection 4.12(a)(i) through (xvii) of this Section 4.12(a4.12(a)(xiii) to which, as of the Original Agreement Datedate of this Agreement, with respect to any the Company Group Member is a party (together with all material amendmentsor by which they are bound, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”)than a Company Benefit Plan. True, correct and complete copies of the Material Contracts listed in Section 4.12(a) of the Company Disclosure Letter have previously been delivered to or made available to Acquiror or its agents or Representativesrepresentatives, together with all amendments thereto. (i) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract that involves aggregate payments for money borrowed by the Company, including any agreement or consideration (contingent commitment for future loans, credit or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000financing, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar yearexcess of $100,000; (ii) each Each Contract relating to Indebtedness (A) with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $500,000 or (B) for borrowed money, and any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Member; (iii) each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to in the last five (5) years, in each case, involving payments in excess of $100,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are any no material ongoing obligationsobligations ongoing; (iviii) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property that involves aggregate payments in excess of $100,000 in any calendar year; (iv) Each Contract involving payments the formation of at least $500,000 in the aggregate during the remaining term of such Contracta (A) joint venture, (B) partnership, or (C) limited liability company (other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentCompany’s Governing Document); (v) each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract Contracts (other than Contracts employment agreements, employee confidentiality and invention assignment agreements, equity or incentive equity documents and Governing Documents) between wholly-owned Subsidiaries the Company, on the one hand, and Affiliates of the Company, the officers and managers (or equivalents) of the Company, the members or stockholders of the Company, any employee of the Company or a member of the immediate family of the foregoing Persons, on the other hand (collectively, “Affiliate Agreements”); (vi) employment Contracts with each current executive, officer, director or management-level employee of the Company; (vii) Contracts with any employee, advisor, independent contractor, or consultant of the Company or with any other Person that provide for change in control, severance, transaction bonus, retention, or similar payments or benefits contingent upon, accelerated by, or triggered by the consummation of the transactions contemplated hereby; (viii) Contracts containing covenants of the Company (A) prohibiting or limiting the right of the Company 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 ability to conduct their business with any Person in any geographic area in any material respect; (ix) Any collective bargaining (or similar) agreement or Contract between the Company, on one hand, and any labor union, works council, or other body representing employees of the Company, on the other hand; (x) Each Contract (including license agreements, coexistence agreements, and agreements with covenants not to sue, but not including non-disclosure agreements, contractor services agreements, consulting services agreements, incidental trademark licenses incident to marketing, printing or advertising Contracts) pursuant to which the Company (i) grants to a third Person the right to use material Intellectual Property of the Company or (ii) is granted by a third Person the right to use Intellectual Property that is material to the business of the Company Group, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental Contracts granting nonexclusive rights to employee, consultant, contractor, other service provider, marketing, printing or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of use commercially available, unmodified, “available off-the-shelf” shelf software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customerand Open Source Licenses), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000; (viii) each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant to the Company’s standard form employee invention assignment or consulting or independent contractor agreements, copies of which have been provided to Acquiror); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Each Contract requiring capital expenditures of any by the Company Group Member after the Original date of this Agreement Date in an amount in excess of $500,000 100,000 in the aggregateany calendar year; (xvxii) each Any Contract with that (A) grants to any Affiliate third Person any “most favored nation rights” or (B) grants to any third Person price guarantees for a period greater than one (1) year from the date of this Agreement and requires aggregate future payments to the Company in excess of $100,000 in any Company Group Member or family member thereof calendar year; (xiii) Contracts granting to any Person (other than (1the Company) employment agreementsa right of first refusal, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) first offer or similar preferential right to purchase or acquire equity or incentive equity documents and (6) practice agreements with local management services organization substantially interests in the form set forth on Schedule 4.12(a)(xv))Company; and (xvixiv) any Any outstanding written commitment to enter into agreement any Contract of the type described in clauses (iSection 4.12(a)(i) through (xv) of this Section 4.12(a4.12(a)(xiii)Section 4.12(a)(xiii). (b) Except for any Contract that has terminated, or will terminate, terminate upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is all of the Contracts listed pursuant to Section 4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a party thereto and, (iii) to the Knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties counterparties thereto. Except, in each case, subject where the occurrence of such breach or default or failure to perform would not be material to the Enforceability Exceptions. In additionCompany, (Ax) no the Company Group Member has performed in all respects all respective obligations required to be performed by it to date under such Contracts listed pursuant to Section 4.12(a) and neither the Company, nor, to the Knowledge of the Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or default under any such Material Contract, (Cy) during the eight (8) months prior to the date of this Agreement, the Company has not received any written claim or written notice of termination or breach of or default under any such Contract, and (z) to the Knowledge of the Company, no event has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract by the Company or, to the Knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both), and (D) there are no material disputes with any significant customers with respect to any Company Group Products and no material disputes with any significant suppliers.

Contracts; No Defaults. (a) Schedule 4.12(a3.13(a) contains a true and complete listing of all Contracts (other than Government Contracts as to which certain representations are made in Section 3.27 of this Agreement) described in clauses (i) through (xviix) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to a Company or any Company Group Member of its Subsidiaries is a party or by which either Company or any of their respective Subsidiaries or assets are bound (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to Acquiror or its agents or Representativesrepresentatives. (i) Each Contract that involves aggregate payments performance of services, or consideration (contingent delivery of goods and/or materials by or otherwise) payable (A) by any for either Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent of their respective Subsidiaries of an amount or value in excess of $25,000,000 in any calendar year; (ii) each Each Contract relating to Indebtedness (A) with a principal that involves the purchase of services or goods and/or materials by the Companies or any of their respective Subsidiaries of an amount (including the amount of any undrawn but available commitments thereunder) or value in excess of $500,000 or (B) for borrowed money, and 25,000,000 in any pledge agreements, security agreements or other collateral agreements in which with respect to any Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Membercalendar year; (iii) each 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; (iv) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of either Company or any of their respective Subsidiaries (other than in the Company Group pursuant ordinary course of business consistent with past practice), in each case (x) involving payments in excess of $25,000,000 or (y) which provides for any earn-out or other similar payment of contingent purchase price that has not been paid prior to which there are any material ongoing obligationsthe date hereof; (ivv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement agreement, and each other Contract with outstanding material obligations that provides for affecting the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property and involving aggregate payments in excess of at least $500,000 10,000,000 in the aggregate during the remaining term of such Contract, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentany calendar year; (vvi) each Each licensing agreement with respect to material Intellectual Property or any agreement restricting the rights of the Companies or any of their respective Subsidiaries, or permitting any Person, to use or register any material Intellectual Property; (vii) Each joint venture Contract, agreement establishing an entity that is a partnershippartnership agreement, limited liability company agreement or any similar Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material agreement or arrangement, including, without limitation, any agreements or arrangements evidencing a minority investment in or a capital call obligation to the business of the Company Groupany corporation, taken as a whole; (vi) each Contract prohibiting or restricting in any material respect the ability of any Company Group Member to engage in any businesspartnership, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation and no-hire provisions for employment entered into in the ordinary course of business; (vii) each license joint venture or other agreement (excluding (A) non-disclosure agreements, (B) non-exclusive Intellectual Property licenses incidental to employee, consultant, contractor, other service provider, marketing, printing entity or advertising Contracts, and (C) licenses to Open Source Code, in each case, entered into in the ordinary course of business) under which the Company or any of its Subsidiaries (I) is a licensee with respect to any item of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, or granted by a customer under a customer agreement in the ordinary course of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000enterprise; (viii) each Contract for the development of Intellectual Property by a third party that is material to Any noncompetition or similar agreement restricting the business or activities of either Company or any of their respective Subsidiaries anywhere in the Company Group world (other than pursuant to the Company’s standard form employee invention assignment including without limitation any restriction on operating in any line of business or consulting or independent contractor agreements, copies of which have been provided to Acquirorin any geographic area); (ix) each Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of the Company or any of its Subsidiaries to terminate employment or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Law; (x) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other hand; (xi) each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Each Contract requiring capital expenditures of any Company Group Member after the Original date of this Agreement Date in an amount in excess of $500,000 2,000,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially in the form set forth on Schedule 4.12(a)(xv))calendar year; and (xvix) any commitment Any certification from an original equipment manufacturer pursuant to enter into agreement which a Company reasonably expects to conduct more than $25,000,000 of the type described business in clauses (i) through (xv) of this Section 4.12(a)2007. (b) Except for any Contract that has terminatedas set forth on Schedule 3.13(b), or will terminate, upon all the expiration Material Contracts listed on Schedule 3.13(a) are as of the stated term thereof date hereof and will be immediately prior to the Closing Date, each Material Contract is (except to the extent such Contracts expire prior to the Closing at their scheduled expiration date in accordance with their terms) (i) in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable a Company Group Member that is a or one of its Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the applicable Company, represents represent the legal, valid and binding obligations of the other parties thereto. Except as set forth on Schedule 3.13(b), in each case, subject to the Enforceability Exceptions. In addition, (A) no neither Company Group Member nor any of their respective Subsidiaries party thereto nor, to the Knowledge knowledge of the each Company, any other party thereto is in material breach of or default under any Material Contract, (B) since the Lookback Date, none of the Company Subsidiaries has received any written claim or notice of breach of or material default under any such Material Contract. Except as set forth on Schedule 3.13(b), (C) to the Knowledge knowledge of the each Company, no condition or event exists or 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 casewhich, with or without notice or lapse of time or both), would, as of the date of this Agreement or immediately prior to the Closing, constitute a material default or a basis for force majeure under any Material Contract, and (D) there are no material disputes with neither Company nor any significant customers with respect of their respective Subsidiaries has received written or, to the knowledge of such Company, oral notice from any Company Group Products and no material disputes with any significant suppliersother Person claiming or threatening to claim such a condition or event exists or has occurred.

Contracts; No Defaults. (a) Schedule 4.12(a) contains sets forth a true complete and complete listing accurate list of all Contracts described in clauses (i) through (xviixxv) of this Section 4.12(a) below to which, as of the Original Agreement Datedate of this Agreement, with respect to the Company or any Company Group Member of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) (all such Contracts as described in clauses (i) through (xvi), collectively, the “Material Contracts”). True, correct and complete copies of all Material Contracts, together with any amendments, waivers and other changes thereto entered into as of the Material Contracts date hereof, have been delivered to or made available to Acquiror Buyer or its agents or Representativesrepresentatives prior to the date hereof (including, in the case of any unwritten Material Contracts, true and complete descriptions of the terms thereof). (i) Each any Contract that involves aggregate payments expected to require a capital expenditure or consideration (contingent or otherwise) payable (A) known commitment by any Company Group Member of more than $500,000 or (B) to the Company Group or any of more than $500,000, in each caseits Subsidiaries, in the aggregate, in excess of $400,000 in 2018 or in any future calendar year ended December 31, 2021 or any subsequent calendar yearover the remaining term of the Contract; (ii) each Contract relating to Indebtedness (A) each employment Contract with a principal amount (including any employee or individual independent contractor of the amount Company or one of any undrawn but available commitments thereunder) its Subsidiaries that provides for annual base compensation in excess of $500,000 or 150,000 and (B) each Contract that provides for borrowed moneyretention, and any pledge agreementschange in control, security agreements or other collateral agreements in which with respect transaction bonuses or payments to any current or former employee or individual independent contractor of the Company Group Member granted to any Person a security interest in or Lien on any of the property or assets of with respect to any Company Group Memberits Subsidiaries; (iii) each Contract that is a purchase and sale employee collective bargaining or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company Group pursuant to which there are any material ongoing obligationslabor Contract; (iv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other any Contract with outstanding material obligations that provides for a customer or vendor (other than purchase orders accepted, confirmed or entered into in the ownership of, leasing of, occupancy of, title to, use of, ordinary course of business) listed on Schedule 4.24; (v) any Contract pursuant to which the Company or any leasehold or other interest of its Subsidiaries has agreed to indemnify another Person, in any real or personal property involving payments of at least $500,000 in the aggregate during the remaining term of such Contracteach case, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipmentother than as set forth in the Credit Documents; (vvi) each joint venture Contractany Contract (including covenants not to xxx, agreement establishing an entity that is a partnershipnon-assertion, limited liability company agreement settlement or similar agreements or consents) pursuant to which the Company or any of its Subsidiaries licenses or sublicenses, to or from a third party, or relating to the assignment, creation, development, distribution, disclosure or transfer of, any Intellectual Property, in each case, where such Contract (other than Contracts between wholly-owned Subsidiaries of the Company) that is material to the conduct of the business of the Company Groupor any of its Subsidiaries, taken as a whole; other than (viA) each Contract prohibiting or restricting in any material respect the ability click-wrap, shrink-wrap and off-the-shelf Software licenses commercially available on, and actually licensed under, standard terms from third party vendors with annual payments of less than $100,000 and (B) non-exclusive licenses of any Company Group Member Intellectual Property granted to engage in any business, to solicit any potential customer, to operate in any geographical area or to compete with any Person, in each case, in any material respect, other than customary non-disclosure provisions or non-solicitation customers and no-hire provisions for employment distributors and entered into in the ordinary course of business; (vii) each license any lease or other agreement (excluding similar Contract under which (A) non-disclosure agreementsthe Company or any of its Subsidiaries is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third party or (B) non-exclusive Intellectual Property licenses incidental to employeethe Company or any of its Subsidiaries is a lessor or sublessor of, consultantor makes available for use by any third party, contractor, other service provider, marketing, printing any tangible personal property owned or advertising Contracts, and (C) licenses to Open Source Codeleased by the Company or any of its Subsidiaries, in each case, which has future required scheduled payments in excess of $150,000 in 2018 or in any future calendar year, other than master leases of automobiles entered into in the ordinary course of business that have future required scheduled payments of less than $250,000; (viii) any Contract which limits the ability of the Company or any Subsidiary to compete in any line of business or with any Person or in any geographic area or during any period of time; (ix) any Contract which binds or purports to bind any Affiliate of the Company that is not a party to such Contract (other than Subsidiaries of the Company and the employees of the Company or any of its Subsidiaries); (x) any Contract under which the counterparty is a direct customer, reseller, distributor, agency or any similar agreement involving at least $1,000,000 in payments during 2018 or in any future calendar year or over the remaining term of the Contract; (xi) any Contract with any customer or reselling distributor or agent pursuant to which the Company or its Subsidiary provides any warranty not provided in the ordinary course of business; (xii) other than any Credit Document, 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) any indebtedness for borrowed money or (B) extended credit to any Person (other than (1) intercompany loans and advances in the ordinary course of business and (2) customer payment terms in the ordinary course of business); (xiii) any Contracts involving interest rate or foreign currency swaps, commodity swaps, options, caps, collars, xxxxxx or forward exchanges or other similar agreements; (xiv) other than pursuant to the security arrangements contemplated under the Credit Documents, any Contract that grants any Lien over any material assets of the Company or any of its Subsidiaries; (xv) other than the Management Agreement and any employment agreement set forth on Schedule 4.13(a), any Contract between the Company or any of its Subsidiaries, on the one hand, and any Related Party, on the other hand; (xvi) any Contract relating to (A) any completed material business acquisition or disposition by the Company or any of its Subsidiaries since January 1, 2015 or (B) any material business acquisition proposed to be made by the Company or any of its Subsidiaries since January 1, 2015; (xvii) any Contract for the sale, directly or indirectly (by merger or otherwise), of any of the material assets of the Company or any of its Subsidiaries since January 1, 2015; (xviii) any Contract establishing any partnership, joint venture, strategic alliance or similar Contract; (xix) any Contract (other than purchase orders accepted, confirmed or entered into in the ordinary course of business) not disclosed pursuant to any other clause under which this Section 4.12(a) and requiring expenditures to or by the Company or any of its Subsidiaries (I) is a licensee with respect to any item in excess of Intellectual Property (excluding non-exclusive licenses in respect of commercially available, unmodified, “off-the-shelf” software or software-as-a-service involving payments of not more than $500,000 in any year, 2018 or granted by a customer under a customer agreement in over the ordinary course remaining term of business for the purpose of allowing the Company to provide services to such customer), (II) is a licensor or otherwise grants to a third party any rights to use any item of Intellectual Property, or (III) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sue, consent agreements, and co-existence agreements, in each case involving an amount in controversy of at least $500,000Contract; (viiixx) each any Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group (other than pursuant the Credit Documents) that contain (A) a “most favored nation” or similar provision or (B) any minimum purchase or sale “requirements” or “take or pay” obligations; (xxi) any Contract granting any third party the exclusive right (in one or more jurisdictions) to develop, market, sell or distribute the Company’s standard form employee invention assignment or consulting any of its Subsidiaries’ products or independent contractor agreements, copies of which have been provided to Acquiror)services; (ixxxii) each any Contract with any Company Service Provider or other Person that (A) provides for severance, termination payment, notice of termination, or similar compensation or benefit; (B) provides for the payment or accelerated vesting of any compensation or benefits in connection with the consummation of the Transactions alone or in combination with any other event, including any retention, change of control, transaction or similar payments; (C) otherwise restricts the ability of obligates the Company or any of its Subsidiaries to terminate employment purchase material products or engagement of such individual at any time for any reason or no reason without penalty or liability; or (D) that provides for annual compensation in excess of $200,000, in each case of clauses (A) through (C), other than as required by Lawservices from a supplier on an exclusive basis; (xxxiii) each collective bargaining agreement or other Contract (each, a “CBA”) with a Company Group Member, on the one hand, and any labor union, labor organization or works council representing employees of any Company Group Member, on the other handCredit Agreements; (xixxiv) each any Contract that is a settlementproviding for the deferred purchase price of property, conciliation goods or services, including all seller financing, earn-outs and similar agreement with any Governmental Authority or contingent consideration pursuant to which the Company or any of its Subsidiaries will have Subsidiary has any outstanding obligation in excess of $500,000 after the Original Agreement Date; (xii) each sales commission, revenue sharing, distributor, reseller, referral or brokerage Contract or other similar Contract that involves (A) annual payments to any Company Group Member in excess of $500,000, (B) annual payments by any Company Group in excess of $250,000 or (C) is not cancellable on 30 calendar days’ notice without payment or penalty; (xiii) any Contract with a Governmental Authority that involves aggregate payments or consideration (contingent or otherwise) payable (A) by any Company Group Member of more than $500,000 or (B) to the Company Group of more than $500,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (xiv) each Contract requiring capital expenditures of any Company Group Member after the Original Agreement Date in an amount in excess of $500,000 in the aggregate; (xv) each Contract with any Affiliate of any Company Group Member or family member thereof obligations (other than (1) employment agreements, (2) confidentiality, (3) invention assignment agreements, (4) standard director and officer indemnification agreements, (5) equity or incentive equity documents and (6) practice agreements with local management services organization substantially trade payables arising in the form set forth on Schedule 4.12(a)(xv)ordinary course of business); and (xvixxv) any commitment to enter into agreement of the type described in clauses (i) through (xv) of this Section 4.12(a)Contract with any Governmental Authority. (b) Except for any Contract that has terminatedas set forth on Schedule 4.12(b) and the Credit Agreements, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, each Material Contract is (i) as of the date of this Agreement, all of the Contracts listed or required to be listed pursuant to Section 4.12(a) are, and immediately after the Closing will be, in full force and effect and (ii) represents represent the legal, valid and binding obligations of the applicable Company Group Member that is a or its respective Subsidiaries party thereto and, (iii) to the Knowledge knowledge of the Company, represents represent the legal, valid and binding obligations of the other parties thereto, in each case(ii) none of the Company, subject any of its Subsidiaries or, as of the date of this Agreement and to the Enforceability Exceptions. In addition, (A) no Company Group Member nor, to the Knowledge knowledge of the Company, any other party thereto is in material breach of or material default under any Material such Contract, (Biii) since the Lookback Date, none of 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 Material Contract, and (Civ) 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 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). (c) Except as set forth on Schedule 4.12(c), and (D) there are no material disputes each Contract to which the Company or any of its Subsidiaries is a party with any significant customers with respect reseller, distributor or sales agent of the Company’s products or services include the Company’s standard exclusivity provision, as in effect at the time such Contract was entered into, requiring that such reseller, distributor or sales agent exclusively market, sell or the distribute the Company’s and its Subsidiaries’ products and related services (to the exclusion of any competitive third party paper products and related services) (the “Company Group Products and no material disputes with any significant suppliersExclusivity Provision”).