Common use of Contracts Clause in Contracts

Contracts. (a) Section 3.16 of the Company Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 2.13 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as third parties providing for lease payments in excess of $25,000 per annum or having a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedremaining term longer than 12 months; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in any material respect the ability of which the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated herebySubsidiary has granted manufacturing rights, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, andwhich, to the knowledge of the Company, each other party theretoestablishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has performed all obligations required to be performed by it imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under each Material Contractthe Exchange Act (an “Affiliate”), except where thereof; (viii) any noncompliance, individually agreement under which the consequences of a default or in the aggregate, has not had and termination would not reasonably be expected to have a Company Material Adverse Effect on Effect; (ix) any agreement which contains any provisions requiring the CompanyCompany or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) there neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or any of its Subsidiaries Subsidiary or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycontract.

Contracts. (a) Section 3.16 of the Company Parent Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedthird parties; (2ii) any Contract agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that limits purports to limit in any material respect the ability right of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete engage in any line of business business, or to compete with any Person person or operate in any geographic areageographical location; (3vi) any Contract that obligates the Company employment or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsconsulting agreement; (4vii) any Contract to which agreement involving any Affiliate, current or former officer, director, employee director or consultant stockholder of the Company is a party Parent or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it)any Affiliate thereof; (5viii) any Contract that limits agreement under which the payment consequences of dividends by the Company a default or any of its Subsidiariestermination would reasonably be expected to have a Parent Material Adverse Effect; (6ix) any Contract with respect to agreement which contains any provisions requiring the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company Parent or any of its Subsidiaries to repurchase Loans; indemnify any other party thereto (10) any Contract that provides any rights to investors excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Company, including registration, preemptive or anti-dilution rights or rights to designate members Ordinary Course of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)Business); (12x) any Contract that requires a consent to other agreement (or otherwise contains a provision relating to a “change group of control,” that would be implicated by related agreements) either involving more than $5,000 or not entered into in the MergerOrdinary Course of Business; and (xi) any agreement, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions other than as contemplated by this Agreement; (13) any Contract in respect Agreement and the Split-Off, relating to the sales of any (i) Owned Real Property or (ii) leased premises with respect to which securities of the Company Parent or any of its Subsidiaries is either a landlord to which the Parent or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and party. (b) The Parent has delivered or made available to the knowledge Company a complete and accurate copy of each agreement listed in Section 3.16 of the CompanyParent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company agreement will continue to be legal, valid, binding and each enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any of its Subsidiaries, andSubsidiaries nor, to the knowledge of the CompanyParent, each any other party theretoparty, is in breach or violation of, or default under, any such agreement, and no event has performed all obligations required occurred, is pending or, to be performed by it under each Material Contractthe knowledge of the Parent, except where any noncomplianceis threatened, individually which, after the giving of notice, with lapse of time or in the aggregateotherwise, has not had and would not reasonably be expected to have constitute a Material Adverse Effect on the Company; and (iii) there is no breach or default under any Material Contract by the Company Parent or any of its Subsidiaries or, to the knowledge of the CompanyParent, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycontract.

Contracts. (a) Section 3.16 of the Company Parent Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company Parent or any of its Subsidiaries Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedthird parties; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $5,000, or (C) in any material respect which the ability of the Company Parent or any of its Subsidiaries (or following the consummation of the transactions contemplated herebySubsidiary has granted manufacturing rights, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee agreement establishing a partnership or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it)joint venture; (5iv) any Contract that limits the payment agreement (or group of dividends by the Company related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $5,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiariesassets, tangible or intangible; (6v) any Contract with respect to the formation, creation, operation, management agreement concerning confidentiality or control of a joint venture, partnership, limited liability company or other similar agreement or arrangementnoncompetition; (7vi) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business)employment or consulting agreement; (8) vii) any Contract that by its terms calls for aggregate payments agreement involving any officer, director or receipt by stockholder of the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice)Affiliate thereof; (9viii) any Contract that provides for potential indemnification payments by agreement under which the Company consequences of a default or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or termination would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreementhave a Parent Material Adverse Effect; (13ix) any Contract agreement which contains any provisions requiring the Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect of any to each agreement so listed: (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries agreement is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments bylegal, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company agreement will continue to be legal, valid, binding and each of its Subsidiaries, andenforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any Subsidiary nor, to the knowledge of the CompanyParent, each any other party theretoparty, is in breach or violation of, or default under, any such agreement, and no event has performed all obligations required to be performed by it under each Material Contractoccurred, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries pending or, to the knowledge of the CompanyParent, any other party theretois threatened, and no event or condition has occurred that constitutes, orwhich, after notice or the giving of notice, with lapse of time time, or bothotherwise, would constitute, constitute a breach or default on by the part of the Company Parent or any of its Subsidiaries Subsidiary or, to the knowledge of the CompanyParent, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycontract.

Contracts. (a) Section 3.16 2.14 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereof:of this Agreement (other than the Transaction Documentation (as hereinafter defined)): (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company as a “material contract” pursuant to Item 601(b)(10on sixty (60) of Regulation S-K under the Securities Act of 1933, as amendeddays or less prior written notice; (2ii) any Contract agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Stockholders and the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that limits purports to limit in any material respect the ability right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation the Hutz Agreement) or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any of its Subsidiaries affiliate (or following as defined in Rule 12b-2 under the consummation of the transactions contemplated hereby, Parent and its SubsidiariesExchange Act) to compete in any line of business or with any Person or in any geographic area; thereof (3an “Affiliate”) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the Company or any forms of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract which have been made available to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to itBuyer); (5viii) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; commitment for capital expenditures in excess of $25,000, for a single project (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances it being represented and loans from warranted that the Federal Home Loan Bank liability under all undisclosed agreements and securities sold under repurchase agreements, in each case incurred commitments for capital expenditures does not exceed $100,000 in the ordinary course of businessaggregate for all projects); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9ix) any Contract that provides for potential indemnification payments by agreement under which the Company consequences of a default or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or termination would reasonably be expected to preventhave a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, materially delay sale or impair license of products entered into in the consummation Ordinary Course of the transactions Business); (xi) any agreement, other than as contemplated by this Agreement;, relating to the future sales of securities of the Company; and (13xii) any Contract in respect other agreement (or group of any related agreements) (iA) Owned Real Property or (ii) leased premises with respect to under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of its Subsidiaries Business, in each case which is either a landlord or tenant (or subtenant); or (14) any Contract not of the type otherwise described in clauses (1i) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representationxi). (b) The Stockholders have delivered or made available to the Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) Each Material Contract the agreement is valid a legal, valid, binding and binding on enforceable obligation of the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the aggregateagreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Stockholders and the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Stockholders and the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Stockholders and the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be expected anticipated to have a Company Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Contracts. (a3(n) Section 3.16 of the Company Disclosure Letter Schedule lists each of the following types of Contracts written agreements, or material oral agreements that would be reasonably considered to exist that were entered into and known by the Company, to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereofparty: (1i) any Contract required agreement for the lease of personal or real property to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) or from any Person providing for lease payments in excess of Regulation S-K under the Securities Act of 1933, as amended$1,000,000 per annum; (2ii) any Contract that limits agreement for the purchase of products or services (in each case, other than agreements evidenced by purchase orders), under which the undelivered balance of such products and services has a selling price in excess of $2,500,000; (iii) any material respect agreement for the sale of products or services (in each case, other than agreements evidenced by purchase orders), under which the undelivered balance of such products or services has a sales price in excess of $2,500,000; (iv) any agreement concerning a partnership or joint venture; (v) any agreement under which it has created, incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $1,000,000 or any capitalized lease obligation, in excess of $250,000 or under which it has imposed a Security Interest on any of its assets, tangible or intangible; (vi) any non-competition agreement which materially restricts the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and to freely conduct its Subsidiaries) to compete in any line of business or with any Person or in any geographic areabusiness; (3vii) any Contract that obligates the Company or its Subsidiaries (or, following the consummation agreement with any of the transactions contemplated herebySellers and their Affiliates which will survive the Closing, Parent and its Subsidiariesthe default of which would result in a Material Adverse Effect; (viii) any collective bargaining agreement; (ix) any agreement for employment on a full-time, part-time, consulting or other basis with respect to conduct business with any third party on individual who received total compensation in 2002 in excess of $250,000 or who has an exclusive or preferential basisannual base compensation for 2003 in excess of $250,000, or that grants any Person agreement providing severance benefits to any such person in excess of $250,000; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, managers and Employees outside the Ordinary Course of Business; (xi) any other than agreement, the default of which would result in a Material Adverse Effect; or (xii) any agreement regulating or controlling or otherwise affecting the voting or disposition of any capital stock or other proprietary interest of the Company or any of its Subsidiaries “most favored nation” status and any shareholder agreement or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect agreement relating to the formation, creation, operation, management or control issuance of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation granting of the any registration rights with respect thereto and which agreement does not terminate at or prior to Closing. The Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers has made available to the Company Board; (11) any Contract that is Buyer a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available to Parent prior to written agreement or a summary of each material oral agreement listed in §3(n) of the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Disclosure Schedule. Each Material Contract such agreement is a valid and binding on agreement of the Company and any or one of its Subsidiaries to the extent such Subsidiary is a party theretoSubsidiaries, as applicable, and to the knowledge of the Company, each other party theretocase may be, and is in full force and effect and enforceable the Company has not received any notice that any such agreement is not a valid and binding agreement of each other party thereto. Neither the Company nor any of its Subsidiaries, and the Company has not received any notice that any other Person party thereto, is in accordance default under any such agreements, and no event has occurred, or, to the Knowledge of the Company, is alleged to have occurred, which constitutes or with its termslapse of time or giving of notice or both, except where the failure to be validwould constitute a default under any such agreement, bindingexcept, enforceable and in full force and effecteach case, for such defaults which would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Contracts. (a) Section 3.16 2.14 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries WRG is a party or by which any of their respective properties or assets is bound as of the date hereof:of this Agreement (other than the Transaction Documents (as hereinafter defined)): (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company as a “material contract” pursuant to Item 601(b)(10on sixty (60) of Regulation S-K under the Securities Act of 1933, as amendeddays or less prior written notice; (2ii) any Contract that limits in any material respect agreement (or group of related agreements) for the ability purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or any less prior written notice and involves more than the sum of its Subsidiaries $25,000, or (or following the consummation of the transactions contemplated hereby, Parent and its SubsidiariesB) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates which the Company or its Subsidiaries (orhas granted manufacturing rights, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, andwhich, to the knowledge of the Company, each establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation Chief Operating Officer agreement) or consulting agreement which provides for payments in excess of $50,000 per annum (other party theretothan employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, has performed director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate, has not had and aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would not reasonably be expected to have a Company Material Adverse Effect on the Company; and Effect; (iiix) there is no default under any Material Contract by agreement which contains any provisions requiring the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any such Material Contractyear or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, except where any such default, event or condition, individually or as set forth in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.Section 2.14

Contracts. (a) Section 3.16 2.15 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as third parties providing for lease payments in excess of $10,000 per annum or having a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedremaining term longer than three months; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $10,000, or (C) in any material respect the ability of which the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries has granted “most favored nation” status pricing provisions or similar rightsmarketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to dealer, joint marketing or development contract or agreement, or any sales representative, remarketer or referrer or similar agreement; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $10,000 or under which it has imposed (or may impose) a Security Interest on any Affiliateof its assets, tangible or intangible; (vi) any agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality (other than standard non-disclosure agreements entered into in the Ordinary Course of Business); (viii) any employment or consulting agreement; (ix) any agreement involving any current or former officer, director, employee manager or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation equityholder of the Company or any of its Subsidiaries to repurchase Loansan Affiliate thereof; (10x) any Contract that provides any rights to investors in agreement under which the Company, including registration, preemptive consequences of a default or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or termination would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreementhave a Company Material Adverse Effect; (13xi) any Contract in respect of agreement which contains any (i) Owned Real Property or (ii) leased premises with respect to which provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of its Subsidiaries is either a landlord or tenant (or subtenantproducts entered into in the Ordinary Course of Business); or; (14xii) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which agreement that could reasonably be expected to involve such payments have the effect of prohibiting or impairing the conduct of the business of the Company, Xxxx.xxx or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xiii) any agreement under which the Company is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the fiscal year ending December 31, 2014, market or line of business; (xiv) any agreement which would entitle any third party to receive a license or any other right to intellectual property of Xxxx.xxx or any of Xxxx.xxx’s Affiliates following the Closing; and (xv) any other agreement (or group of related agreements) either involving more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries not entered into in the ordinary course Ordinary Course of business consistent with past practice). Each Contract of the type described in clauses Business. (1b) through (14) is referred The Company has delivered to herein as Xxxx.xxx a “Material Contract.” A true complete and complete accurate copy of each Material Contract has been made available agreement listed in Section 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). each agreement so listed: (i) Each Material Contract the agreement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company agreement will continue to be legal, valid, binding and each of its Subsidiaries, and, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyClosing; and (iii) there is no default under any Material Contract by neither the Company nor, to the Knowledge of the Company and the Equityholders, any other party, is in breach or violation of, or default under, any of its Subsidiaries such agreement, and no event has occurred, is pending or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the Knowledge of the Company and the Equityholders, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyagreement.

Contracts. (a) Section 3.16 of the Company Disclosure Letter lists Schedule 3.13(a) identifies each of the following types of Contracts used in connection with the Pipelogic Business to which the Company or any of its Subsidiaries Pipelogic is a party or by which any of their respective it or its properties or assets is bound as of the date hereof:(each such identified Contract, a “Material Contract”): (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2i) any Contract that limits provides for the payment or potential payment by Pipelogic of more than $50,000 in any material respect consecutive 12-month period or more than $50,000 over the ability remaining life of such Contract other than a Contract that (A) is terminable by any party thereto giving notice of termination to the other party thereto not more than sixty (60) days in advance of the Company proposed termination date and (B) even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (ii) any Contract that constitutes a purchase order or other Contract relating to the sale, purchase, lease or provision by Pipelogic of its Subsidiaries goods or services in excess of $50,000 in any 12-month period; (iii) any Contract that grants any Person the exclusive right to sell products or following provide services within any geographical region other than a Contract that (A) is terminable by any party thereto giving notice of termination to the consummation other party thereto not more than sixty (60) days in advance of the transactions contemplated herebyproposed termination date and (B) even if so terminable, Parent and its Subsidiariescontains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (iv) any Contract that purports to limit the freedom of Pipelogic to compete in any line of business or with any Person or to conduct business in any geographic arealocation; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7v) any Contract relating to Indebtedness the acquisition or disposition by Pipelogic of the equity or assets of any company or any operating business or Interest of another Person (by asset sale, stock sale, merger or otherwise); (vi) any Contract relating to the payment of any Tax or the filing of Tax Returns; (vii) any Contract that is for the sale of goods or services and has not been substantially completed by Pipelogic as of the date of this Agreement and which (A) was entered into by Pipelogic on terms known at the time the Contract was entered into not to be commercially reasonable or (B) was entered into with the expectation that Pipelogic would incur a loss; (viii) any Contract that was entered into outside of the Ordinary Course of Business of Pipelogic since December 31, 2017; (ix) any Contract constituting a partnership, joint venture or other similar Contract; (x) any Contract relating to indebtedness for borrowed money, any Contract creating a capital lease obligation, any Contract for the sale or factoring of accounts receivable, any Contract constituting a guarantee of debt of any other Person or any Contract requiring Pipelogic to maintain the financial position of any other Person; (xi) any Contract under which Pipelogic has made advances or loans to any other Person; (xii) any outstanding agreements of guaranty, surety or indemnification (other than deposit liabilitiesmaster services agreements entered into in the Ordinary Course of Business of Pipelogic), trade payablesdirect or indirect, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreementsby Pipelogic, in each case incurred in where the ordinary course of business)annual obligations under such agreement are more than $10,000; (8) xiii) any Contract pursuant to which (A) Intellectual Property Rights that by its terms calls for aggregate payments are material to the Pipelogic Business or receipt by the Company and its Subsidiaries under such Contract involving consideration in excess of more than $250,000 over the remaining term of such Contract 5,000 is licensed to Pipelogic (other than pursuant license agreement for unmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $10,000) or (B) Pipelogic has granted a right with respect to Loans originated Intellectual Property Rights that are material to the Pipelogic Business or purchased by the Company or any involving consideration in excess of its Subsidiaries in the ordinary course of business consistent with past practice)$5,000; (9xiv) any Contract that provides for potential indemnification payments by (A) the Company purchase or sale of real property or (B) the lease (including any master lease covering multiple items of its Subsidiaries personal property) of any item or the potential obligation items of the Company personal property with a rental expense under such lease (whether for a single item or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)multiple items); (12xv) any Contract providing for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement; (xvi) any Contract creating a Lien on any of the Pipelogic Assets that requires a consent will not be discharged at or prior to the Closing; (xvii) any Contract between Pipelogic, on the one hand, and any Affiliate of Pipelogic, on the other hand (including any Contract providing for (A) compensation, the acceleration of benefits or otherwise contains a provision relating to a “change the loss of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair any rights in connection with the consummation of the transactions contemplated by this AgreementAgreement or (B) the indemnification of such Affiliate by Pipelogic); (13xviii) any Contract in respect with any Seller or any current or former officer, director, member, manager, partner, equityholder, consultant or employee of any (i) Owned Real Property or (ii) leased premises with respect to which the Company Pipelogic or any of its Subsidiaries is either a landlord or tenant (or subtenant); orthe foregoing; (14xix) any Contract not providing for the employment or engagement of any Person on a full time, part time, consulting or other basis; (xx) any Contract with any labor union or association or other Person representing or seeking to represent any employee of Pipelogic or any other individual who provides services to Pipelogic; (xxi) any Contract between Pipelogic and any Governmental Authority; (xxii) any Contract involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (xxiii) any Contract granting to any Person a right of first refusal, first offer or other right to purchase any of the type described in clauses Pipelogic Assets; (1xxiv) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected Contract requiring Pipelogic to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract make a payment as a result of the type described in clauses consummation of the transactions contemplated hereby; (1xxv) through (14) is referred to herein as any Contract containing a “Material Contractmost favored nation” clause or similar provision; and (xxvi) any Contract with any professional employer organization, personnel staffing organization, employee leasing organization or other entity that provides personnel services or other employment related or employee benefit related services to Pipelogic.” A true (b) True and complete copy copies (including all amendments) of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) furnished to Buyer. Each Material Contract is the legal, valid and binding on the Company and any obligation of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its SubsidiariesPipelogic, and, to the knowledge Knowledge of the CompanySellers, each any other Person party thereto, binding and enforceable against Pipelogic and, to the Knowledge of Sellers, any other Person party thereto, in accordance with its terms subject to Creditors’ Rights. No Material Contract has performed all obligations required been terminated, and neither Pipelogic nor, to be performed the Knowledge of Sellers, any other Person is in material breach or default thereunder, and to the Knowledge of Sellers no event has occurred that with notice or lapse of time, or both, would constitute a material breach or default, or permit termination, modification in any manner adverse to Pipelogic or acceleration thereunder. No party has asserted or has (except by it under each Material Contractoperation of Legal Requirements) any right to offset, except where discount or otherwise xxxxx any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default amount owing under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any except as expressly set forth in such Material Contract, except where . There are no Material Waivers regarding any such default, event or condition, individually or Material Contract that have not been disclosed in the aggregate, has not had and would not reasonably be expected writing to have a Material Adverse Effect on the CompanyBuyer.

Contracts. (aSchedule 4(ll) Section 3.16 of the Company Disclosure Letter lists each of the following types of Contracts contracts and other agreements to which the Company Borrower or any of its Subsidiaries ALSC is a party or by which any of their respective properties or assets is bound as of (collectively, the date hereof:“Contracts”): (1i) any Contract required agreement (or group of related agreements) for the lease of personal property to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedor from any Person; (2ii) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries agreement (or following group of related agreements) for the consummation purchase, sale or license, as applicable, of raw materials, commodities, supplies, products, software or other personal property or for the transactions contemplated herebyfurnishing or receipt of services, Parent and its Subsidiaries) to compete the performance of which will extend over a period of more than one year or involve consideration in any line excess of business or with any Person or in any geographic area$5,000; (3iii) any Contract that obligates the Company agreement concerning a partnership, joint venture or its Subsidiaries limited liability company agreements (or, following the consummation of the excluding investment portfolio transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to itBusiness); (5iv) any Contract that limits the payment agreement (or group of dividends by the Company related agreements) under which it has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation or under which it has imposed an Encumbrance on any of its Subsidiariesassets, tangible or intangible; (6v) any Contract with respect to the formation, creation, operation, management agreement concerning confidentiality or control of a joint venture, partnership, limited liability company or other similar agreement or arrangementnoncompetition; (7vi) any Contract agreement with or including Borrower or Borrower’s Affiliates; (vii) any marketing agreement or similar arrangement between ALSC and any third party insurance carrier whereby ALSC has agreed to sell and solicit to the insurance buying public insurance products underwritten by such third party insurance carrier; (viii) any agreement between ALSC or Borrower and a third party entity pursuant to which the third party entity has agreed to provide third party administrative services, including without limitation billing and collection of premium on behalf of ALSC; (ix) any agreement relating to Indebtedness capital expenditures or purchases of assets or properties (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred purchase orders for such items in the ordinary course Ordinary Course of businessBusiness); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9x) any Contract that provides for potential indemnification payments by the Company agreement involving any resolution or settlement of any of its Subsidiaries actual or the potential obligation of the Company threatened litigation, arbitration, claim or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Companyother dispute which has not been fully performed, including registrationsatisfied and discharged, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by concerning the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than routine collection of debts entered into in the condition Ordinary Course of notice))Business; (12xi) any Contract that requires agreement granting to any Person a consent right of first refusal or option to purchase or otherwise contains a provision relating to a “change acquire any capital stock, assets or rights of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this AgreementALSC; (13xii) all Agent Contracts under which ALSC is obligated as of the date of this Agreement to pay commissions; (xiii) any Contract in respect of other contract that is material to the business and is not terminable upon 90 calendar days’ written notice without penalty or premium; (xiv) any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant other agreement (or subtenant); or (14group of related agreements) any Contract not other than Insurance Policies, the performance of the type described which involves consideration in clauses (1) through (13) above excess of $25,000. Borrower and which involved the payments byALSC have delivered to Lender, or tohave given Lender an opportunity to review, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available listed in Schedule 4(ll). With respect to Parent prior to each such Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (iiB) the Company and each of its Subsidiaries, ALSC is not in breach and, to the knowledge Knowledge of the CompanyBorrower or ALSC, each no other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no neither Borrower nor ALSC has any Knowledge that any event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault, or permit termination, modification or acceleration, under the Contract that would constitute, have a default on the part material adverse effect ; and (C) no party has repudiated any provision of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 of Except for the Company Disclosure Letter lists each of Contracts disclosed on Schedule 3.06(a), with respect to the following types of Contracts to which the Company or any of its Subsidiaries Business, Seller is not a party to or by which bound by: (i) (A) any agreement for the sale of their respective properties advertising or assets is bound other purposes for cash ("ADVERTISING AGREEMENTS") and (B) any agreement with any College other than any College set forth on Schedule 2.12(a)(i); (ii) any agreement with a term of more than three (3) months from the date of this Agreement; (iii) as of the date hereof: of this Agreement, any agreement involving payments or receipts over the remaining term of such agreement (1other than Advertising Agreements) of (A) $15,000 or more with respect to any Contract single agreement or (B) $100,000 or more in the aggregate for all agreements not required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10disclosed under clause (a)(iii)(A) of Regulation S-K under the Securities Act of 1933, as amendedthis Section 3.06; (2iv) any Contract agreement for Program Rights; (v) any agreement involving the purchase, sale or lease of real property other than the St. Louis Lease and the leases for each of the Office Spaces; (vi) any lease, sublease or similar agreement under which Seller is a lessor or sublessor of, or makes available for use to any third party, any portion of the Real Property or any premises otherwise occupied by Seller; (vii) any lease for personal property providing for annual rentals of $30,000 or more; (viii) any agreement for the purchase or license of, or provision by Seller of, materials, supplies, goods, equipment or other assets providing for payments by Seller of $15,000 or more; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (x) any partnership, joint venture or other similar agreement or arrangement; (xi) any agreement that is a Capital Lease Obligation; (xii) any agreement pursuant to which Seller has, directly or indirectly, made any loan, extension of credit or capital contribution to, or investment in, any third party; (xiii) any agreement relating to Indebtedness of Seller or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xiv) any agreement for any mortgage, pledge or security agreement, deed of trust or other instrument granting a Lien (other than Permitted Liens) upon any asset or property of the Business; (xv) any agency, dealer, sales representative, marketing or other similar agreement; (xvi) any agreement that limits in any material respect the ability freedom of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) Seller to compete in any line of business or with any Person or in any geographic area; (3) area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, Purchased Asset or that grants any Person other than would so limit the Company freedom of Buyer or any of its Subsidiaries “most favored nation” status Affiliates upon or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant as a result of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13xvii) any Contract in respect of agreement for any (i) Owned Real Property guarantee or (ii) leased premises with respect to which the Company indemnification obligation that may bind Buyer or any of its Subsidiaries is either Affiliates upon or as a landlord result of the consummation of the transactions contemplated by this Agreement; (xviii) any agreement with or tenant for the benefit of any Affiliate of Seller or any stockholder thereof; (xix) any agreement involving compensation to any employee or subtenant)consultant; (xx) any agreement involving any labor agreement or collective bargaining agreement; or (14xxi) any Contract other agreement, commitment, arrangement or plan not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries made in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) that is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior material to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation)Business. (ib) Each Material Contract is valid and binding Except as disclosed on Schedule 3.06(b), no material default (with the lapse of time or giving of a notice or both) on the Company and any part of its Subsidiaries Seller and, to the extent such Subsidiary is a party theretoKnowledge of Seller, as applicable, and to the knowledge of the Company, each any other party thereto, exists under any of the Contracts identified on Schedule 3.06(a)(iii) and Seller has not received any notice of termination, cancellation, breach or default under any such Contract. (c) Except as disclosed on Schedule 3.06(c), each Contract included as a Purchased Asset is in full force and effect and constitutes the legal and binding obligation of, and is legally enforceable against, Seller in accordance with its termsterms and, except where to the failure to be validKnowledge of Seller, binding, is legally enforceable and against the other parties thereto. Each Contract identified on Schedule 3.06(a)(iii) shall continue in full force and effect, individually effect without penalty or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyadverse consequence.

Contracts. (a) Section 3.16 of the Company Disclosure Letter lists each of the following types of Contracts Except as listed Schedule 3.7(a), there are no licenses, contracts, agreements, commitments or undertakings to which the Company or any of its Subsidiaries Holdings is a party or by which any of their respective its assets or properties or assets is bound as of the date hereof:bound. (1b) Except as listed or described on Schedule 3.7(b) or as included (except to the extent redacted) as an exhibit to any Contract required to be filed publicly available submission or filing made by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act or the Securities Act of 1933Act, as amended; (2) any Contract that limits in any material respect the ability of neither the Company or nor any of its Subsidiaries is a party to any contract, agreement, arrangement or understanding, written or oral, with the Sellers or any of their Affiliates: (a) for the sale, lease, licensing or following the consummation provision of the transactions contemplated herebymaterials, Parent and its Subsidiaries) supplies, goods, services, equipment, facilities or other assets to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than as described in clause (b) below) that (i) provides for (or would reasonably be expected to result in) a payment by the Company or any of its Subsidiaries “most favored nation” status in any year of US$ 250,000 or similar rights; more or (4ii) which provides (or would reasonably be expected to result in) aggregate payments by the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding (without giving effect to any Contract renewal or extension thereof, except to which any Affiliate, officer, director, employee the extent such renewal or consultant extension can be effected without the consent or agreement of the Company is a party and the Company has no right to terminate such contract, agreement, arrangement or beneficiary understanding within ninety (except with respect 90) days without penalty) of US$ 1,000,000 or more; (b) which relates to loans tothe provision of any interconnection, settlement or deposits fromother material telecommunications services, directors, officers and employees other than pursuant to publicly filed tariffs or entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); business; (5c) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that which provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to preventresult in) payments by or to the Company or its Subsidiaries in any year of US$ 1,000,000 or more or aggregate payments by or to the Company or its Subsidiaries during the term of such contract, materially delay agreement, arrangement or impair understanding of US$ 5,000,000 or more (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent of the Company and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty); or (d) which is otherwise material to the Company or in any manner restricts (or would restrict, after the consummation of the transactions contemplated by this Agreement; ) the business of the Company or its Subsidiaries. All contracts and agreements among the Sellers or their Affiliates on the one hand and the Company or its Subsidiaries on the other were entered into on commercially reasonable terms as of the date of such contract or agreement. The Sellers agree to (13and agree to cause any of their Affiliates who are parties to any contract, agreement arrangement or understanding not listed on Schedule 3.7(b) with the Company or its Subsidiaries to) waive any Contract termination penalties or fees in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the event that after the Closing the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretoSubsidiaries, as applicablethe case may be, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under terminates any such Material Contractcontract, except where any such defaultagreement, event arrangement or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyunderstanding.

Contracts. (aSection 2(i) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(i) of the following types of Contracts Disclosure Schedule) to which the Company Sellers are a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Sellers or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStations; (4viii) any Contract to which any Affiliate, officer, director, employee or consultant written arrangement concerning a guaranty by the Sellers of the Company is a party obligations of any other party; or (ix) any other written arrangement (or beneficiary (except with respect to loans to, group of related written arrangements) either involving more than $5,000 or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Sellers have delivered to the formation, creation, operation, management or control of Buyers a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(i) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Sellers are not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(i) of the Company Disclosure Schedule under the terms of this Section 2(i). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(i) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Stations has indicated within the past year that it will stop, any other party thereto under any such Material Contractor decrease the rate of, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companybuying services from them.

Contracts. (aSection 2(k) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than Advertising Contracts which are listed in Section 2(s) of the following types of Contracts Disclosure Schedule) to which the Company Sellers are a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which Sellers are imposed (or may impose) a Security Interest on any of Sellers' assets, tangible or intangible; (v) any written arrangement concerning confidentiality or non-competition; (vi) any written arrangement with any of its Subsidiaries is employees in the nature of a party collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedseverance agreement; (2vii) any Contract that limits in any material respect written arrangement under which the ability consequences of a default or termination could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Company Sellers or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaStations; (3viii) any Contract that obligates the Company or its Subsidiaries (or, following the consummation written arrangement concerning a guaranty by either Seller of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with obligations of any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights;party; or (4ix) any Contract to which any Affiliate, officer, director, employee other written arrangement (or consultant group of the Company is a party related written arrangements) either involving more than $5,000 or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Sellers have delivered to the formation, creation, operation, management or control of Buyers a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(k) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Sellers are not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(k) of the Company Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanySellers.

Contracts. (aExcept as executed in connection with the transactions contemplated herein, Section 4(p) Section 3.16 of the Company Disclosure Letter Schedule lists each of the following types of Contracts contracts and other agreements to which WellComm is a party: (i) any agreement (or group of related agreements) for the Company lease of personal property to or from any Person providing for lease payments in excess of $35,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, result in a material loss to WellComm, or involve consideration in excess of $35,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $35,000 or under which it has imposed a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits agreement concerning confidentiality or noncompetition; (vi) any agreement with any WellComm Stockholder and their Affiliates (other than WellComm); (vii) any collective bargaining agreement; (viii) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $35,000 or providing severance benefits; (ix) any material respect the ability of the Company agreement under which it has advanced or loaned any amount to any of its Subsidiaries directors, officers, and employees outside the Ordinary Course of Business; (x) any agreement under which the consequences of a default or termination could have a WellComm Material Adverse Effect; or (xi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $35,000. WellComm has delivered to I-trax a correct and complete copy of each written agreement listed in Section 4(p) of the Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 4(p) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is legal, valid, binding, enforceable, and in full force and effect; (B) the agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) WellComm and, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control Knowledge of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or toWellComm, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is not in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault, would constituteor permit termination, a default on modification, or acceleration, under the part agreement; and (D) no party has repudiated any provision of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyagreement.

Contracts. (a) Section 3.16 2.15 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries Seller is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as third parties providing for lease payments in excess of $25,000 per annum or having a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedremaining term longer than 12 months; (2ii) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries agreement (or following group of related agreements) for the consummation purchase or sale of products or for the transactions contemplated herebyfurnishing or receipt of services (A) which calls for performance over a period of more than one year, Parent and its Subsidiaries(B) to compete in any line which involves more than the sum of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis$25,000, or that grants any Person other than (C) in which the Company or any of its Subsidiaries Seller has granted manufacturing rights, “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which agreement providing for any Affiliateroyalty, officer, director, employee milestone or consultant of similar payments by the Company is a party or beneficiary (except Seller with respect to loans tothe development or sale of any product; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or deposits fromlimited liability company; (v) any agreement (or group of related agreements) under which the Seller has created, directorsincurred, officers and employees entered into assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may be required to impose) a Security Interest on any of its assets, tangible or intangible; (vi) any agreement for the disposition of any significant portion of the assets or business of the Seller or any agreement for the acquisition of the assets or business of any other person (other than purchases of inventory or components in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to itBusiness); (5vii) any Contract that limits agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with service providers, suppliers or employees of the payment Seller containing terms and conditions substantially as set forth in the Seller’s standard form of dividends by the Company agreement, copies of which have previously been delivered or any of its Subsidiaries; (6) any Contract with respect made available to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of businessBuyer); (8) viii) any Contract employment agreement, consulting agreement, severance agreement (or agreement that by its terms calls includes provisions for aggregate payments the payment of severance) or receipt retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries Seller in the ordinary course Ordinary Course of business consistent Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with past practicewhich any employment-related claim is settled); (9x) any Contract that provides for potential indemnification payments by agreement involving any current or former officer, director or stockholder of the Company Seller or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase LoansAffiliate thereof; (10xi) any Contract that provides any rights to investors agreement not otherwise listed in Section 2.15(a) of the Company, including registration, preemptive Disclosure Schedule under which the consequences of a default or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or termination would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreementhave a Seller Material Adverse Effect; (13xii) any Contract agreement which contains any provisions requiring the Seller to indemnify any other party (excluding indemnities contained in respect agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xiii) any agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the Seller from any Governmental Entity; (ixiv) Owned Real Property any agreement that would reasonably be expected to have the effect of prohibiting or (ii) leased premises with respect to which impairing the Company conduct of the business of the Seller or the Buyer or any of its Subsidiaries is either a landlord or tenant subsidiaries as currently conducted and as currently proposed to be conducted; and (xv) any other agreement (or subtenant); or (14group of related agreements) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of either involving more than $100,000 (other than pursuant to Loans originated 25,000 or purchased by the Company or any of its Subsidiaries not entered into in the ordinary course Ordinary Course of business consistent with past practice). Each Contract of Business. (b) The Seller has delivered to the type described in clauses (1) through (14) is referred to herein as Buyer a “Material Contract.” A true complete and complete accurate copy of each Material Contract has been made available agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). each agreement so listed: (i) Each Material Contract the agreement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company agreement is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and each of its Subsidiarieswill continue to be legal, andvalid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Seller nor, to the knowledge of the CompanySeller, each any other party theretoparty, is in breach or violation of, or default under, any such agreement, and no event has performed all obligations required to be performed by it under each Material Contractoccurred, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries pending or, to the knowledge of the CompanySeller, any other party theretois threatened, and no event or condition has occurred that constitutes, orwhich, after notice or the giving of notice, with lapse of time time, or bothotherwise, would constitute, constitute a breach or default on by the part of the Company or any of its Subsidiaries Seller or, to the knowledge of the CompanySeller, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyagreement.

Contracts. (a) Section 3.16 2.14 of the Company Disclosure Letter Schedule lists each of the following types of material Contracts to which the Company any Business Subsidiary or any of its Subsidiaries Operating Subsidiary is a party or by which any of their respective properties or assets is bound party, as of the date hereof:of this Agreement pursuant to which they have any rights or obligations as of the date hereof (each such Contract, and each material Lease, each material Contract for Business Intellectual Property (other than licenses for off-the-shelf software, “shrink-wrap” and “clickwrap” licenses) and each material Government Contract, a “Material Contract”): (1i) any each Contract required for the lease of personal property from or to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) third parties requiring annual payments in excess of Regulation S-K under the Securities Act of 1933, as amended$200,000; (2ii) any each Contract that limits for the purchase of products or for the receipt of services which involves annual payments in any material respect the ability excess of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area$200,000; (3iii) each Contract with any customer of the Business that accounted for more than $1,000,000 of gross sales of the Business for the year ended December 31, 2004; (iv) each Contract with (A) any Contract that obligates the Company or its Subsidiaries (or, following the consummation customer of the transactions contemplated herebyBusiness that accounted for more than $1,000,000 of gross sales of the Business for the year ended December 31, Parent and its Subsidiaries) to conduct business with 2004 in which any third party on an exclusive Business Subsidiary or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries Operating Subsidiary has granted “most favored nation” status or similar rights; pricing provisions and (4B) any Contract to which any Affiliate, officer, director, employee or consultant the knowledge of the Company Sellers (including, for this purpose only, inquiry of each country manager (or equivalent position) of each Business Subsidiary and each Operating Subsidiary), any other customer of the Business which is also a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into customer of the Buyer listed in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls Buyer’s Annual Report on Form 10-K for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 20132004 in which any Business Subsidiary or Operating Subsidiary has granted “most favored nation” pricing provisions; (v) each Contract concerning the establishment or operation of a partnership, joint venture or limited liability company, but excluding any such Contract with an Affiliate that shall be terminated in accordance with the provisions of Section 4.10 hereof; (vi) each Contract under which could reasonably be expected to involve such payments during any Business Subsidiary or Operating Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (other than intercompany Indebtedness) or under which any Business Subsidiary or Operating Subsidiary has granted a Security Interest (other than in respect of intercompany Indebtedness) on any of its material assets, tangible or intangible, other than any Permitted Security Interest or purchase money security interest of $200,000 or less (or similar arrangement under foreign law); (vii) each Contract for the fiscal year ending disposition of any material portion of the assets or business of any Business Subsidiary or Operating Subsidiary (other than sales of services in the Ordinary Course of Business and the disposition of other assets no longer used in the Business in the Ordinary Course of Business) and each Contract for the acquisition of the assets or business of any other entity entered into after December 31, 2014, 2001; (viii) each Contract (A) with any customer of the Business that accounted for more than $100,000 1,000,000 of gross sales of the Business for the year ended December 31, 2004 containing a noncompetition obligation, (B) with any other than pursuant customer of the Business containing a noncompetition obligation, which noncompetition obligation may not be terminated without penalty effective on a date that is within three (3) months or less after notice or (C) with respect to Loans originated or purchased by any Business Intellectual Property containing a noncompetition obligation that would limit the Company right of the Buyer or any of its Subsidiaries Affiliates or any Business Subsidiary or Operating Subsidiary to freely engage in the ordinary course Business, which noncompetition obligation may not be terminated without penalty effective on a date that is within three (3) months or less after notice; (ix) each Contract, other than a customer Contract, concerning confidentiality, noncompetition, non-solicitation or non-hiring not entered into in the Ordinary Course of business consistent with past practice). Each Business which is in effect on the date of this Agreement; (x) any employment or consulting Contract requiring annual payments by a Business Subsidiary or Operating Subsidiary in excess of $100,000 or otherwise entered into outside of the type described in clauses Ordinary Course of Business; (xi) each settlement Contract, compromise Contract or release of claims entered into within one (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent year prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction of this Agreement with any current or omission former Business Employee, executive officer or director of any portion thereofBusiness Subsidiary or Operating Subsidiary requiring a payment in excess of $100,000 to such Business Employee, executive officer or director; (xii) each Contract which contains any provisions requiring any Business Subsidiary or Operating Subsidiary to indemnify any other party (excluding indemnities contained in such Business Subsidiary’s or Operating Subsidiary’s standard terms and conditions for services entered into in the Ordinary Course of Business, in any employment or consulting Contract entered into in the Ordinary Course of Business, and other Contracts entered into in the Ordinary Course of Business); (xiii) each Contract with language vendors (whether individuals or entities), with a term equal to or greater than one (1) year that are not cancellable without penalty on sixty (60) days or less advance notice and require payments in excess of $100,000; (xiv) each other Contract (or group of related Contracts) requiring annual payments by a Business Subsidiary or Operating Subsidiary in excess of $200,000 not entered into in the SEC shall be deemed to have been made available for purposes Ordinary Course of this representation).Business; and (xv) each Contract not listed in items (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretothrough (xiv) above under which, as applicable, and to the knowledge of the CompanySellers, the consequences of a default or termination would reasonably be expected to have a Business Material Adverse Effect. (b) The Parent has made available to the Buyer a complete and accurate copy of each other party theretoContract listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each Contract so listed: (i) the Contract is legal, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effecteffect against the applicable Business Subsidiary or Operating Subsidiary, individually and, to the knowledge of the Sellers, against each other party thereto, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles; (ii) the Contract will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the aggregateClosing in accordance with the terms thereof (subject to any change in control provisions set forth therein) as in effect immediately prior to the Closing except for Contracts terminated prior to the Closing in accordance with their terms; and (iii) no Business Subsidiary or Operating Subsidiary nor, to the knowledge of the Sellers, any other party, is in breach or violation of, or default under, any such agreement, and no event has not had and occurred, is pending or, to the knowledge of the Sellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by any Business Subsidiary, Operating Subsidiary or, to the knowledge of the Sellers, any other party under such agreement, other than any such breaches, violations or defaults which would not reasonably be expected to have a Business Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Contracts. (a) Section 3.16 2.14 of the Company Disclosure Letter Schedule lists each of the following types of Contracts written arrangements to which the Company is a party: (a) any written arrangement for the lease of personal property from or to third parties providing for lease payments in excess of $15,000 per annum; (b) any written arrangement for the licensing or distribution of software, products or other personal property or for the furnishing or receipt of services: (i) which calls for performance over a period of more than one year; (ii) which involves more than the sum of $15,000; or (iii) in which the Company has granted rights to license, sublicense or copy, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (c) any written arrangement establishing a partnership or joint venture; (d) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $15,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which intangible; (e) any written arrangement concerning confidentiality or noncompetition; (f) any written arrangement with any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company Stockholders or their affiliates, as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K defined in Rule 12b-2 under the Securities Exchange Act of 19331934, as amendedamended (the "Exchange Act") ("Affiliates"); (2g) any Contract that limits in any written arrangement under which the consequences of a default or termination could have a material respect adverse effect on the ability assets, business, financial condition, results of operations or future prospects of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaCompany; (3h) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees written arrangement including those not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it)Business involving more than $15,000; (5i) other than arrangements pursuant to the Company's standard form maintenance and/or support agreement, the form of which has been provided to the Buyer, any Contract that limits written arrangement under which the payment of dividends Company provides maintenance or support services to any third party with regard to the Company's products and any written arrangement containing a commitment by the Company or to provide support for any such products for more than one year from the date of its Subsidiaries;this Agreement; and (6j) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that written arrangement by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company agrees to make available any Stalker series, WebStalker series or any of its Subsidiaries is either other product. The Company has delivered to the Buyer a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement (as amended to Parent prior date) listed in Section 2.14 of the Disclosure Schedule. With respect to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). each written arrangement so listed: (i) Each Material Contract the written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effecteffect with respect to the Company and, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company's knowledge the written arrangement is legal, valid, binding and is enforceable and in full force and effect with respect to each other party thereto, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditors' rights generally, and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceedings therefor may be brought; (ii) the Company written arrangement will continue to be legal, valid, binding and each of its Subsidiaries, and, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the knowledge Closing and does not require the consent of any party to the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companytransactions contemplated hereby; and (iii) there is no default under any Material Contract by the Company is not in breach or any of its Subsidiaries ordefault, to the knowledge of the Company's knowledge, any no other party theretothereto is in breach or default, and no event or condition has occurred that constituteswhich, or, after with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement. The Company is not a party to any oral contract, agreement or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2.14 of the Company or any Disclosure Schedule under the terms of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companythis Section 2.14.

Contracts. (a) Section 3.16 2.15(a) of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements to which the Company or any Subsidiary is a party as of the date of this Agreement (each a "Contract"): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements): (A) with (1) any customer of the business of the Company and the Subsidiaries (other than agreements with any such customer that is not among the top 70 customers by revenue of the Company or any Subsidiary during the three-month period ended December 31, 2004 (the "Top Customers"), which agreements are not listed in Section 2.15(a) of the Disclosure Schedule but with respect to which the representations set forth in this Section 2.15 are true; Section 2.15(a)(ii)(A)(1) of the Disclosure Schedule sets forth the customer name and corresponding redacted contract number for each Top Customer Contract provided by the Company to the Buyer), (2) any network service provider that was in effect at any time since January 1, 2004, and (3) the top 20 vendors (by payment amount) to the Company for the twelve-month period ended December 31, 2004, and the eight-month period ended February 28, 2005; (B) which involves more than the sum of $50,000 over the term of the agreement (other than customer agreements, agreements with network service providers and vendor agreements); or (C) in which the Company or any Subsidiary has granted manufacturing rights, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations but excluding trade payables to vendors incurred in the Ordinary Course of Business) or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries assets, tangible or intangible; (v) any agreement for the disposition of any significant portion of the assets or business of the Company or any Subsidiary (other than sales of products and disposition of obsolete equipment in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any agreement concerning confidentiality, noncompetition or non-solicitation (other than confidentiality agreements with customers or employees of the Company or any Subsidiary set forth in the Company's or the applicable Subsidiary's standard terms and conditions of sale or standard form of employment agreement, copies of which have previously been delivered to the Buyer); (vii) any employment or consulting agreement (other than agreements that are terminable at will without any cost, penalty or other obligation to the Company or any Subsidiary); (viii) any agreement involving any current or former officer, director or stockholder of the Company or any Subsidiary; (ix) any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaSubsidiary is bound; (3x) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with agreement which contains any third party on an exclusive or preferential basis, or that grants any Person other than provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the provision, purchase, sale or license of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees Customer Deliverables entered into in the ordinary course Ordinary Course of business Business); and (xi) any other agreement (or group of related agreements) (A) not entered into in the Ordinary Course of Business or (B) the termination or modification of which would have a Company Material Adverse Effect. (b) The Company has delivered to the Buyer a complete and in accordance with all applicable regulatory requirements with accurate copy of each Contract (as amended to date). With respect to it); each Contract: (5i) any the Contract that limits the payment of dividends by is legal, valid, binding and enforceable against the Company or any of its Subsidiaries; (6) any Contract with respect applicable Subsidiary and, to the formationCompany's knowledge, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, against each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or in other similar laws relating to or affecting the aggregaterights of creditors generally and by general equitable principles, has not had including those limiting the availability of specific performance, injunctive relief and would not reasonably be expected to have a Material Adverse Effect on the Companyother equitable remedies and those providing for equitable defenses; (ii) the Contract will continue to be legal, valid, binding and enforceable against the Company or applicable Subsidiary and, to the Company's knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and each by general equitable principles, including those limiting the availability of its Subsidiariesspecific performance, andinjunctive relief and other equitable remedies and those providing for equitable defenses; and (iii) neither the Company, any Subsidiary nor, to the knowledge of the Company, each any other party theretoparty, has performed all obligations required to be performed by it under each Material is in breach or violation of, or default under, any such Contract, except where any noncomplianceand no event has occurred, individually or in is pending or, to the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on knowledge of the Company; and (iii) there , is no threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or Company, any of its Subsidiaries Subsidiary or, to the knowledge of the Company, any other party theretounder such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, and no event agreement or condition has occurred that constitutesother arrangement which, or, after notice or lapse of time or bothif reduced to written form, would constitutebe required to be listed in Section 2.15(a) of the Disclosure Schedule under the terms of Section 2.15(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a default loss or (ii) for which the customer has already been billed or paid that have not been fully accounted for on the part of Most Recent Balance Sheet. Neither the Company or nor any of its Subsidiaries or, to the knowledge of the Company, Subsidiary is restricted by any other party thereto under any such Material Contract, except where any such default, event or condition, individually or Contract from carrying on business anywhere in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyworld.

Contracts. (a) Section 3.16 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company Disclosure Letter lists each is a party as of the following types date of Contracts this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $10,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $10,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, "most favored nation" pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of its Subsidiaries is goods or services or has agreed to purchase goods or services exclusively from a party or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedcertain party; (2iii) any Contract that limits in agreement establishing a partnership or joint venture, or any material respect business arrangement for the ability distribution or development of products; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition, excluding the Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vi) any employment or consulting agreement, excluding the Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of its Subsidiaries 1934, as amended (the "Exchange Act"), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $10,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered to the Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding, in full force and effect and enforceable by the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (ii) subject to the giving of notices and receipt of consents set forth in Section 2.4 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing (unless the agreement would, by its express terms, expire prior to the Closing) and the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete hereby will not cause a default under or result in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation acceleration of the transactions contemplated hereby, Parent obligations under the agreement; and its Subsidiaries(iii) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans tonot, or deposits fromnor, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party theretounder such contract, and is in full force and effect and enforceable in accordance with its termssubject to any conflicts, except where the failure to be validbreaches, binding, enforceable and in full force and effectviolations or defaults which, individually or in the aggregate, has not had and would not be reasonably be expected likely to have a Company Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Contracts. (a) Section 3.16 of the Company Disclosure Letter lists each Schedule of Exceptions contains a list of the following types of Contracts contracts and other agreements to which the Company is a party, whether written or oral, other than those contracts and other agreements that have been fully performed by all parties thereto and under which no party thereto has any rights or obligations: (a) any agreement (or group of related agreements) for the lease of personal property to or from any Person for over $50,000 in any 12-month period; (b) any agreement for the purchase, sale or lease of real property; (c) any agreement (or group of related agreements) for the purchase or sale of any raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services for which the Company was paid (or paid) more than $50,000 in either 2013 or 2014 or is entitled to receive (or obligated to pay) more than $50,000 in any 12-month period commencing after December 31, 2014; (d) any agreement granting any Person the exclusive right to market, sell or distribute any of the Company’s products, whether in any geographic territory, to any customer or account, or otherwise; (e) any agreement concerning a partnership, joint venture or other similar arrangement involving a sharing of profits and losses with any Person; (f) except for agreements relating to trade receivables entered into in the Ordinary Course of Business, any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any Indebtedness, or any capitalized lease obligation or under which it has imposed a Lien (other than a Permitted Lien) on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2g) any Contract that limits in any material respect the ability of agreement which materially restricts the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete from competing in any line of business or with any Person or in any geographic area; (3h) any Contract that obligates the Company or its Subsidiaries (orprofit-sharing, following the consummation of the transactions contemplated herebystock option, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basisstock purchase, stock appreciation, deferred compensation, severance, or that grants any Person other than material plan or arrangement for the Company or any benefit of its Subsidiaries “most favored nation” status current or similar rightsformer directors, officers, and employees; (4i) any Contract to which collective bargaining agreement; (j) any Affiliateagreement for the employment of any individual on a full-time, officerpart-time, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans toconsulting, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to itother basis (including leased persons); (5k) any Contract that limits agreement pertaining to the payment marketing, sale or distribution of dividends by the Company or any of its Subsidiaries; the Company’s products (6) including any Contract with respect to agreements creating an agency relationship or providing for the formation, creation, operation, management or control resale of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from of the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of businessCompany’s products); (8) l) any Contract that by its terms calls for aggregate payments agreement requiring the Company to pay to any Person a royalty, commission or receipt other payment, the amount of which is based in whole or in part on the sales of products by the Company and its Subsidiaries Company; (m) any agreement under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by which the Company has advanced or loaned any amount to any of its Subsidiaries in directors, officers or employees; (n) any agreement under which the ordinary course Company has advanced or loaned any amount to any other Person; (o) any agreement that requires the Company to purchase its total requirements of any product or service from a third party or that contains “take or pay” provisions; (p) any agreement with any Company Stockholder or their Affiliates; (q) any agreement that relates to the acquisition or disposition of any business consistent with past practicedivision or material assets or properties (whether by merger, sale of stock, sale of assets or otherwise); (9r) any Contract agreement that provides for potential indemnification payments by relates to the compromise or settlement of any litigation or arbitration or other proceeding; and (s) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $100,000 or that is otherwise material to the Company or any of its Subsidiaries the Business or the potential obligation Company’s condition (financial or otherwise) or results of the operations. The Company or any of its Subsidiaries has made available to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is Parent a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available such written agreement as amended to Parent prior date and a written summary setting forth the material terms and conditions of each such oral agreement. With respect to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). each such agreement: (i) Each Material Contract the agreement is valid and binding on a legal, valid, binding, enforceable obligation of the Company and any of its Subsidiaries and, to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge Knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its termsterms in all material respects, except where subject in each case to the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEnforceability Limitations; (ii) neither the Company and each of its Subsidiaries, andnor, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, any other party thereto under any such Material Contract, except where any such is in breach or default, in any material respect, and no event has occurred which with notice or conditionlapse of time would constitute a breach or default, individually or permit termination, modification, or acceleration under the agreement; and (iii) no party has repudiated in writing any material provision of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyagreement.

Contracts. (a) Section 3.16 2.13(a) of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company is a party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of twenty-five thousand dollars ($25,000) per annum or having a remaining term longer than six (6) months; (ii) any agreement (or group of related agreements) for the purchase of products or for the receipt of services (A) which calls for performance over a period of more than one (1) year, (B) which involves more than twenty-five thousand dollars ($25,000), or (C) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement providing for any royalty, milestone or similar payments by the Company; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness; (vi) any agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any employment, independent contractor or consulting agreement; (viii) any agreement, plan, or program providing for severance, retention payments, change in control payments or transaction-based bonuses; (ix) any agreement with a third party concerning Intellectual Property developments, confidentiality, non-competition and/or non-solicitation; (x) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any professional employer organization or similar arrangements; (xii) any agreement involving any current or former officer, director or stockholder of the Company or an Affiliate thereof; (xiii) any agreement under which the consequences of a default or termination would reasonably be expected in the future to be material to the Company; (xiv) any agreement which contains any provisions requiring the Company to indemnify any other party; (xv) any agreement relating to the research, development, commercialization, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates (including the Product) or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company; (xvi) any agreement that purports to bind or otherwise could bind any Affiliate of the Buyer or any of its Subsidiaries is a party or by which subsidiaries (other than the Company) in any of their respective properties or assets is bound as of the date hereof: (1) way, including prohibiting such Affiliate from engaging in any Contract required business that they would otherwise have been permitted to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedengage in; (2xvii) any Contract that limits in any material respect the ability of agreement under which the Company is restricted or prohibited from selling, licensing or otherwise distributing any of its Subsidiaries (technology or following the consummation products, or providing services to, customers or potential customers or any class of the transactions contemplated herebycustomers, Parent and or otherwise engaging in a material aspect of its Subsidiaries) to compete in any line of business or with any Person or business, in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (3xviii) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with agreement which would entitle any third party on an exclusive to receive a license or preferential basis, or that grants any Person other than right to Intellectual Property of the Company Buyer or any of its Subsidiaries “most favored nation” status or similar rights;the Buyer’s Affiliates following the Closing; and (4xix) any Contract to which any Affiliate, officer, director, employee other agreement (or consultant group of the Company is a party related agreements) either involving more than twenty-five thousand dollars ($25,000) or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it);Business. (5b) any Contract that limits the payment of dividends by the The Company or any of its Subsidiaries; (6) any Contract with respect has delivered to the formationBuyer a complete and accurate copy of (i) each agreement listed in Section 2.11, creation, operation, management Section 2.12 or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation Section 2.13 of the Company or Disclosure Schedule and (ii) a complete and accurate list of any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in offer letters for current employees issued by the Company, including registration, preemptive or anti-dilution rights or rights to designate members and a copy of or observers any such offer letter has heretofore been provided to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with Buyer. With respect to which the Company each agreement so listed or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure required to be listed: (A) the agreement is legal, valid, binding, binding and enforceable and in full force and effect, individually or in subject to the aggregate, has not had Bankruptcy and would not reasonably be expected to have a Material Adverse Effect on the CompanyEquity Exception; (iiB) neither the Company and each of its Subsidiaries, andnor, to the knowledge of the Company, each any other party theretoparty, is in breach or violation of, or default under, any such agreement, and no event has performed all obligations required occurred, is pending or, to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on knowledge of the Company; and (iii) there , is no threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretounder such agreement; and (C) such agreement will continue to be legal, valid, binding, enforceable and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on in full force and effect immediately following the part of Closing in accordance with the Company or any of its Subsidiaries or, terms thereof as in effect immediately prior to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyClosing.

Contracts. (aSection 2(j) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(r) of the following types of Contracts Disclosure Schedule) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Seller or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStation; (4viii) any Contract to which any Affiliate, officer, director, employee other written arrangement (or consultant group of the Company is a party related written arrangements) either involving more than $5,000 or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Seller has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(j) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(j) of the Company Disclosure Schedule under the terms of this Section 2(j). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(j) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Station has indicated to Seller within the past year that it will stop, any other party thereto under any such Material Contractor decrease the rate of, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companybuying services from them.

Contracts. (aSection 2(k) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(s) of the following types of Contracts Disclosure Schedule) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Seller or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStation; (4viii) any Contract to which any Affiliate, officer, director, employee or consultant written arrangement concerning a guaranty by the Seller of the Company is a party obligations of any other party; or (ix) any other written arrangement (or beneficiary (except with respect to loans to, group of related written arrangements) either involving more than $5,000 or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Seller has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(k) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(k) of the Company Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanySeller.

Contracts. (a) Section 3.16 Except for this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iii) which contains any provision that would restrict or affect the conduct of business of any Affiliate of the Company Disclosure Letter lists each (or any Affiliate of any such Affiliate of the following types Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of Contracts first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) which was entered into after September 27, 2008 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the ordinary course of business); (vi) which by its terms calls for aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vii) which the Company or any of its Subsidiaries is a party has continuing indemnification, “earn-out” or by other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $250,000; or (viii) which grants any of their respective properties rights to any material Company Intellectual Property (other than commercially available, off-the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or assets is bound as understanding of the date hereof: type described in clauses (1i) any Contract required to be filed by through (vii) of this Section 4.11, whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents, is referred to herein as a “Company Contract” (for purposes of clarification, each “material contract” pursuant to (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its SubsidiariesSEC) to compete in any line be performed after the date of business this Agreement, whether or not filed with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (orSEC, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practiceContract). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy list of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed Company Contracts is set forth in their entirety (without redaction or omission Section 4.11(a) of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation)Company Disclosure Letter. (b) (i) Each Material Company Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary that is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and Company, each of its Subsidiaries, and, to the knowledge of the Company, Subsidiaries and each other party theretoto each Company Contract, has performed all obligations required to be performed by it under each Material Company Contract, except where any noncompliance, individually or in . To the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, any other party thereto, and no event or condition has occurred that exists which constitutes, or, after notice or lapse of time or both, would will constitute, a default under any such Company Contract on the part of the Company or Company, any of its Subsidiaries or, to the knowledge of the Company, or any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companythereto.

Contracts. (a) Section 3.16 2.9(a) of the Company Disclosure Letter lists Schedule identifies each Contract to which any Acquired Corporation is a party, or by which it is bound, that constitutes a Material Contract as of the date of this Agreement and identifies, with respect to each Material Contract, the clause of this Section 2.9(a) to which it applies. For purposes of this Agreement, each of the following types of Contracts (excluding any Employee Plan) to which the Company or any of its Subsidiaries Acquired Corporation is a party or by which any of their respective properties or assets it is bound as of the date hereofof this Agreement constitutes a “Material Contract”: (1i) any Contract that is a settlement, conciliation or similar agreement between any Acquired Corporation and any Governmental Body and pursuant to which (A) an Acquired Corporation will be required after the date of this Agreement to pay any monetary obligations or (B) that contains material obligations or limitations on such Acquired Corporation’s conduct; (ii) any Contract between any Acquired Corporation and any third Person (A) materially limiting the freedom or right of any Acquired Corporation to engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by any Acquired Corporation, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of any Acquired Corporation to sell, distribute or manufacture any products or services for any other Person; (iii) any Contract that requires by its terms or is reasonably expected to require the payment or delivery of cash or other consideration (A) to any Acquired Corporation in an amount having an expected value in excess of $250,000 in the fiscal year ending December 31, 2023 or (B) by any Acquired Corporation in an amount having an expected value in excess of $1,000,000 in the fiscal year ending December 31, 2023, and in each case (y) which cannot be cancelled by such Acquired Corporation without penalty or further payment without more than ninety (90) days’ notice and (z) excluding commercially available off-the-shelf software licenses and Software-as-a-Service offerings, generally available patent license agreements, material transfer agreements, clinical trial agreements and non-exclusive outbound license agreements (in each case, entered into in the ordinary course of business); (iv) any Contract relating to Indebtedness of any Acquired Corporation in an aggregate principal amount in excess of $100,000 (whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract between an Acquired Corporation and a third Person (A) for the disposition of any material assets or business of the Acquired Corporations or (B) for the acquisition of a material portion of the assets or business of any third Person (whether by merger, sale of stock or assets or otherwise), in each case (A) or (B) that contains continuing indemnities or other material obligations or any continuing royalties or other amounts calculated based upon any revenues or income of the Company or any “earn out”, “milestone” or other contingent payment obligations on the part of an Acquired Corporation; (vi) any Contract between any Acquired Corporation and any third Person constituting a material joint venture, collaboration, partnership or similar profit or revenue sharing arrangement; (vii) any Contract that by its express terms requires an Acquired Corporation, or any successor to, or acquirer of, an Acquired Corporation, to make any payment to another Person as a result of a change of control of such Acquired Corporation (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (viii) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of an Acquired Corporation, the pledging of the capital stock or other equity interests of an Acquired Corporation or the issuance of any guaranty by an Acquired Corporation; (ix) any (A) In-bound License and (B) Out-bound License; (x) any Government Contract; (xi) any Contract that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or manufacturing of the Product Candidates, which if terminated or not renewed, would reasonably be expected to have a material and adverse effect on the Product Candidates; (xii) any Contract for the lease or sublease of any real property; (xiii) any Contract that relates to any swap, forward, futures, or other similar derivative transactions; (xiv) any other Contract that is currently in effect and has been filed (or is required to be filed filed) by the Company as a “material contract” an exhibit pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or that would be required to be disclosed under Item 404 of 1933, as amended;Regulation S-K under the Securities Act; and (2xv) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its SubsidiariesA) to compete in any line of business or with any Person or in any geographic area; Affiliate (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officeranother Acquired Corporation), director, employee executive officer (as such term is defined in the Exchange Act), Person holding 5% or consultant more of the Company is a party or beneficiary (except with respect to loans toShares, or deposits fromor, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formationknowledge of the Company, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness Affiliate (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from another Acquired Corporation) or immediate family member of any of the Federal Home Loan Bank and securities sold under repurchase agreements, foregoing or (B) in each case incurred in which any of the ordinary course of business);foregoing Persons has a direct or indirect material financial interest. (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9b) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation As of the Company or any date of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company has either delivered or any of its Subsidiaries in the fiscal year ended December 31made available to Parent an accurate, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true unredacted and complete copy of each Material Contract or has been publicly made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each such Material Contract is valid in the Electronic Data Gathering, Analysis and binding on Retrieval (XXXXX) database of the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretoSEC. No Acquired Corporation nor, as applicable, and to the knowledge of the Company, each any other party thereto, and thereto is in full force material breach of, or material default under, any Material Contract and effect and enforceable in accordance with its termsno Acquired Corporation, except where or to the failure knowledge of the Company, any other party to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Contract has taken or failed to take any action that with or without notice, lapse of time or both would constitute a material breach of or material default under any Material Contract. Each Material Contract is, with respect to the Company; (ii) the Company and each of its Subsidiaries, Acquired Corporations and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contracta valid and binding agreement in full force and effect, enforceable in accordance with its terms, except where as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights, and by general equitable principles. Since the Applicable Date, (i) the Acquired Corporations have not received or delivered any noncompliance, individually written notice regarding any material violation or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no breach or default under any Material Contract by that has not since been cured, and (ii) no Acquired Corporation has waived in writing any material rights under any Material Contract. (c) As of the Company date of the Agreement, there are no transactions, arrangements or Contracts between any of its Subsidiaries orthe Acquired Corporations, to on the knowledge of the Company, any other party theretoone hand, and no event its Affiliates (other than its wholly owned Subsidiaries) or condition has occurred that constitutesother Persons, or, after notice or lapse of time or both, would constitute, a default on the part other hand, that would be required to be disclosed under Item 404 of Regulation S-K under the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanySecurities Act.

Contracts. (a) Section 3.16 of the Company Disclosure Letter Schedule 4.12 lists each of the following types of Contracts contracts and other agreements to which the Company or any of its Subsidiaries Subsidiary is a party or by which the Company or any of their respective properties or assets Subsidiary is bound as of the date hereofbound: (1a) any Contract required agreement (or group of related agreements) for the lease of personal property to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedor from any Person; (2b) any Contract agreement (or group of related agreements) for the purchase or sale of supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year or involve consideration or performance having a value in excess of £5,000; (c) any agreements and licenses in respect of Intellectual Property; (d) any partnership, joint venture, operating or similar agreement; (e) any agreement (or group of related agreements) under which the Company or any Subsidiary has created, incurred, assumed or guaranteed any indebtedness or any capitalized lease obligation or under which a Lien has been imposed on any of the Company’s or its Subsidiaries’ assets; (f) any confidentiality or noncompetition agreement or any other agreement that limits in any material respect the ability freedom of the Company or any of its Subsidiaries Subsidiary (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiariesi) to compete in any line of business or with any Person or in any geographic areaarea or (ii) to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any of its assets; (3g) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than agreement under which the Company or any Subsidiary has advanced or loaned any amount of its Subsidiaries “most favored nation” status money to a Seller or similar rightsany Shareholder, officer or employee of the Company or any Subsidiary; (4h) any Contract other agreement (or group of related agreements) (i) material to which any Affiliate, officer, director, employee or consultant the Business of the Company and its Subsidiaries that is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends not cancelable by the Company or any Subsidiary on notice of its Subsidiariesnot longer than thirty (30)-days without liability, penalty or premium of any kind, except liability that arises as a matter of Law upon termination of employment, or (ii) any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings; (6i) any Contract with respect to agreement (or group of related agreements) under which the formation, creation, operation, management or control consequences of a joint venture, partnership, limited liability company default or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or termination would reasonably be expected to prevent, materially delay have a Material Adverse Effect; (j) any agreement for which the Company or impair any Subsidiary is obligated to obtain the consent of any other party thereto upon consummation of the transactions contemplated by this Agreement; (13k) any Contract in respect contract, agreement or other arrangement entitling any Person to any severance or other benefits upon a change of any (i) Owned Real Property or (ii) leased premises with respect to which control of the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant)Company; orand (14l) any Contract not of other agreement that is material to the type described in clauses (1) through (13) above and which involved Business or the payments byCompany’s operations. The Company has made available to Buyer a true, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written agreement listed on Schedule 4.12 (as amended to Parent prior to date) and a brief written summary setting forth the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission terms and conditions of any portion thereof) with the SEC shall be deemed oral agreement referred to have been made available for purposes of this representation). on Schedule 4.12. With respect to each such agreement: (i) Each Material Contract the agreement is valid legal, valid, binding and binding on enforceable against the Company and any of or its Subsidiaries to the extent such Subsidiary is a party theretoSubsidiaries, as applicable, and in accordance with its terms and, to the knowledge of the Company’s Knowledge, each other party thereto, thereto and is in full force and effect and enforceable in accordance with its terms, except where the failure will continue to be valid, binding, enforceable and in full force and effect, individually or in so on identical terms immediately after giving effect to the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on consummation of the Companytransactions contemplated hereby; (ii) neither the Company and each of its Subsidiaries, nor any Subsidiary is in material breach or default and, to the knowledge of the Company’s Knowledge, each no other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in material breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companydefault; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge Company’s Knowledge, no party has repudiated any provision of the Company, any other party thereto, agreement. MEM Consumer Finance Limited has complied in all material respects with the terms and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part conditions of the Company or any agreement for an overdraft facility with the Bank of its Subsidiaries orScotland dated 16 March 2006, including, but not limited to, the pre-conditions to be met prior to utilisation of such facility and the knowledge ongoing obligations of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyfacility.

Contracts. (a) Section 3.16 2.15 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries Company Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereof:of this Agreement (other than the Transaction Documentation (as hereinafter defined)): (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed third parties (A) which provides for lease payments in excess of $100,000 per annum and (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company as a “material contract” pursuant to Item 601(b)(10on sixty (60) of Regulation S-K under the Securities Act of 1933, as amendeddays or less prior written notice; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $100,000 per annum, or (B) in any material respect the ability of which the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated herebyCompany Subsidiary has granted manufacturing rights, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, andwhich, to the knowledge of the Company, each establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $100,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $250,000 per annum (other party theretothan employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, has performed director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $100,000, for a single project (it being represented and warranted that the liability under all obligations undisclosed agreements and commitments for capital expenditures does not exceed $500,000 in the aggregate for all projects); (ix) any other agreement required to be performed filed as an exhibit to the Super 8-K; (x) any agreement, other than as contemplated by it this Agreement, relating to the future sales of securities of the Company or any Company Subsidiary; and (xi) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $100,000 in any year or (B) not entered into in the Ordinary Course of Business, in each Material Contractcase which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.15 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except where any noncomplianceas such enforceability may be limited under applicable bankruptcy, individually insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the aggregateagreement will not, has not had as a result of the execution and would not reasonably delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be expected to have a Material Adverse Effect on legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) there neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or any of its Subsidiaries Company Subsidiary or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contractcontract, except where for any such defaultbreach, event violation or condition, individually or in the aggregate, default that has not had and would not reasonably be expected anticipated to have a Company Material Adverse Effect on the CompanyEffect.

Contracts. (aSection 2(k) Section 3.16 of the Company Disclosure Letter Schedule lists each of the following types contracts, agreements, and other written arrangements (other than with advertisers for the sale of Contracts air time) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, employment agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its SubsidiariesSeller or the Stations; (viii) to conduct business any arrangement with any third party on an exclusive or preferential basisunder which it has created, incurred, assumed, or that grants any Person other than the Company guaranteed an obligation to provide advertising or any of its Subsidiaries “most favored nation” status or similar rights; air time (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant"Advertising Contract"); or (14ix) any Contract not other written arrangement (or group of the type described in clauses (1related written arrangements) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of either involving more than $100,000 (other than pursuant to Loans originated 5,000 or purchased by the Company or any of its Subsidiaries not entered into in the ordinary course Ordinary Course of business consistent with past practice)Business. Each Contract of Other than Advertising Contracts, the type described in clauses (1) through (14) is referred Seller has delivered to herein as the Buyer a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(k) of the Disclosure Schedule (as amended to Parent prior date). Other than Advertising Contracts, with respect to each written arrangement so listed: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyClosing; (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(k) of the Company or any Disclosure Schedule under the terms of its Subsidiaries or, to the knowledge this Section 2(k). No advertiser of the CompanyStations has indicated within the past year that it will stop, any other party thereto under any such Material Contractor decrease the rate of, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companybuying services from them.

Contracts. (aSection 2(k) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(s) of the following types of Contracts Disclosure Schedule) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Seller or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStations; (4viii) any Contract to which any Affiliate, officer, director, employee or consultant written arrangement concerning a guaranty by the Seller of the Company is a party obligations of any other party; or (ix) any other written arrangement (or beneficiary (except with respect to loans to, group of related written arrangements) either involving more than $5,000 or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Seller has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(k) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(k) of the Company Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Stations has indicated within the past year that it will stop, any other party thereto under any such Material Contractor decrease the rate of, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companybuying services from them.

Contracts. (a) Section 3.16 of the Company Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound Schedule 3.6(a) sets forth, as of the date hereofof this Agreement, a list of each Contract that is (x) included in the Assigned Contracts or (y) of the type set forth below to the extent primarily used in or primarily related to the Acquired Business: (1i) a Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that involves payments, performance or services or delivery of goods or materials to or by any Contract required Seller of any amount or value in excess of, or reasonably expected to be filed by the Company as a “material contract” pursuant to Item 601(b)(10exceed, $100,000 in any twelve (12) of Regulation S-K under the Securities Act of 1933, as amendedmonth period; (2ii) any a Contract for the furnishing or receipt of services, the performance of which will extend over a period of more than twelve (12) months; (iii) a Contract that limits is a joint venture agreement or similar agreement involving the sharing of profits and losses; (iv) a Contract that contains any (i) “most favored nation” pricing in favor of any customer of the Acquired Business in a manner material respect to the Acquired Business, (ii) a provision expressly requiring the purchase of goods or services exclusively from another Person or (iii) express restriction on the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or to provide services generally or in any market segment or any geographic areaarea ; (3v) a Contract granting an option to acquire, sell, lease or license any Contract that obligates the Company Acquired Asset or its Subsidiaries (orgranting any right of first offer, following the consummation right of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with first refusal or right of first negotiation in respect of any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsAcquired Asset; (4vi) a Contract with or for the benefit of any Contract to which any Affiliate, present officer, director, employee or consultant Affiliate of the Company is a party or beneficiary Seller (except with respect to loans toeach, or deposits froma “Related Party” and each such Contract, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to ita “Related Party Contract”); (5vii) any Contract a power of attorney that limits the payment of dividends by the Company or any of its Subsidiariesis currently effective and outstanding; (6viii) any Contract with respect to the formationsettlement, creation, operation, management conciliation or control of a joint venture, partnership, limited liability company or other similar agreement with any Governmental Body, or arrangement;that will require a Seller to pay consideration after the date hereof in excess of $100,000; and (7ix) any endorsement or influencer Contract relating related to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from any of the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in Transferred Trademarks or the ordinary course of business);E-Commerce Platform. (8) b) Subject to requisite Bankruptcy Court approvals, and assumption by the applicable Seller of the applicable Contract in accordance with applicable Law (including satisfaction of any Contract that by its terms calls for aggregate payments or receipt by applicable Cure Costs) and except as a result of the commencement of the Bankruptcy Case, each of the Assigned Contracts is in full force and effect and is a valid, binding and enforceable obligation of the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Companyand, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each of the other party parties thereto, and is in full force and effect and enforceable in accordance with its termsexcept as may be limited by the Enforceability Exceptions. Except as a result of the commencement of the Bankruptcy Case, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) neither the Company and each nor any of its Subsidiaries, as applicable, is in material default, or is alleged in writing by the counterparty thereto to have materially breached or to be in material default, under any Assigned Contract, and, to the knowledge of the Company, each the other party theretoto each Assigned Contract is not in material default thereunder. The Company has made available to Purchaser complete and correct copies of all Assigned Contracts, each as amended to the date hereof. None of the Assigned Contracts has performed all obligations required to be performed by it under each Material Contractbeen canceled or otherwise terminated, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by neither the Company or any of nor its Subsidiaries or, to the knowledge of the Company, has received any other party thereto, and no event or condition has occurred that constitutes, or, after written notice or lapse of time or both, would constitute, a default on the part of the Company or from any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under Person regarding any such Material cancellation or termination. (c) Except for normal employment relationships between an employer and employee, no Related Party directly or indirectly is a party to any Assigned Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 Schedule 4.10(a) sets forth a true, correct and complete list of the Company Disclosure Letter lists each of the following types of Contracts all Contracts, commitments, licenses, agreements, obligations or binding arrangements, whether oral or written, to which the Company or any of its Subsidiaries is a party or by which any of their respective its assets or properties or assets is bound as of the date hereofare bound: (1i) any Contract required to be filed by under which the Company as is indemnified for or against any liability, or under which the Company is or could be obligated to indemnify any Person and which involves a “material contract” pursuant to Item 601(b)(10) potential liability in excess of Regulation S-K under the Securities Act $10,000 or has a term of 1933, as amendedmore than six months; (2ii) any Contract that limits in any material respect the ability of under which the Company leases personal property from or to third parties under capitalized leases or under operating leases if the term of such lease is more than six months or the financial obligation is in excess of $10,000 per year; (iii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) that calls for performance over a period of more than six months or (B) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a value in excess of $10,000 in the aggregate); (iv) (A) granting representation, marketing or distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money in excess of $10,000, or under which there is or may be imposed a security interest or other Lien on any of its Subsidiaries assets, whether tangible or intangible (other than security interests or following the consummation Liens granted in favor of Buyer); (vi) establishing or maintaining any partnership, joint venture or strategic alliance; (vii) concerning any confidentiality or non-solicitation obligations of the transactions contemplated herebyCompany; (viii) under which the Company is restricted from carrying on its business or any part thereof, Parent and its Subsidiaries) to compete or from competing in any line of business or with any Person or in any geographic areaPerson; (3ix) any Contract that obligates with officers, directors, employees or consultants of the Company, in each case involving payments by the Company or its Subsidiaries (or, following the consummation in excess of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights$10,000 per annum; (4x) involving any Contract to which any Affiliate, officer, director, employee or consultant Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have, a Material Adverse Effect; (xii) under which the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or other suppliers or (C) make or receive aggregate payments to or from any other Persons, in each case in excess of $10,000 per annum; (xiii) which is a party not terminable on sixty (60) or beneficiary fewer days’ notice without cost or penalty; and (except with respect to loans to, or deposits from, directors, officers and employees xiv) not entered into in the ordinary course of business and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has delivered to Buyer true, correct and complete copies of each Contract in existence as of the date hereof. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such oral Contracts. (b) Except as disclosed on Schedule 4.10(b), (i) each Contract existing as of the date hereof is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with all applicable regulatory requirements with respect to it); its terms (5) any Contract that limits the payment of dividends except as enforcement may be limited by the Company bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management conveyance or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract laws relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that or limiting creditors’ rights generally or by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision equitable principles relating to a “change of control,” that would be implicated by the Mergerenforceability), or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or and (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge Knowledge of the Company, each Contract existing as of the date hereof is a legal, valid and binding obligation of the other party parties thereto, enforceable against the other parties in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the . The Company and each of its Subsidiaries, is and, to the knowledge Knowledge of the Company, Company each other party theretoto each Contract existing as of the date hereof are, has performed all obligations required to be performed by it under each Material Contractin compliance with the terms thereof, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract or event of default by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyexists thereunder.

Contracts. Except for the Contractual Obligations disclosed in Section 3.17 of the Sellers’ Disclosure Schedules or those Contractual Obligations that are Excluded Assets, no Company Related Entity is bound by or a party to: (ai) Section 3.16 any Contractual Obligation (or group of related Contractual Obligations) for the purchase, sale, construction, repair or maintenance of inventory, raw materials, commodities, supplies, goods, products, equipment or other property, or for the furnishing or receipt of services, in each case, the performance of which by the Company will extend over a period of more than one year after the Closing or which provides for (or would be reasonably expected to involve) annual payments to or by the Company, after the Closing, in excess of $25,000 or aggregate payments to or by the Company in excess of $25,000; (ii) any Contractual Obligation of the Company Disclosure Letter lists each relating to the acquisition or disposition by the Company of (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) any material Asset (other than in the Ordinary Course of Business); (iii) any Contractual Obligation of the following types Company concerning or consisting of Contracts to a partnership, limited liability company, joint venture or similar agreement; (iv) any Contractual Obligation under which the Company or has permitted any of its Subsidiaries is Asset to become Encumbered (other than by a party or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedPermitted Encumbrance); (2v) any Contract Contractual Obligation (A) under which the Company has created, incurred, assumed or guaranteed any Debt or (B) under which any other Person has guaranteed any Debt of the Company; (vi) any Contractual Obligation containing covenants that limits in any material respect way purport to (A) restrict any business activity (including the ability solicitation, hiring or engagement of any Person or the solicitation of any customer) of the Company or any of its Subsidiaries Principal or (or following B) limit the consummation freedom of the transactions contemplated hereby, Parent and its Subsidiaries) Company or any Principal to compete engage in any line of business or compete with any Person or in any geographic areaPerson; (3vii) any Contract that obligates Contractual Obligation under which the Company is, or its Subsidiaries may become, obligated to incur any severance pay or Compensation obligations that would become payable by reason of this Agreement or the Contemplated Transactions (orwithout giving effect to Section 6.08 or the last sentence of Section 6.09); (viii) any Contractual Obligation under which the Company is, following or may, have any Liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses) in connection with this Agreement or the consummation Contemplated Transactions; (ix) any Contractual Obligation providing for the employment of the transactions contemplated herebyor provision of services on an independent contractor or consultancy basis by any Person on a full-time, Parent and its Subsidiariespart-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee, independent contractor or consultant (other than a Company Plan) to conduct business the Company; (x) any agency, dealer, distributor, sales representative, marketing or other similar Contractual Obligation; (xi) any custody, transfer agent, shareholder service, administrative, accounting (other than engagement letters in connection with routine audits) and similar Contractual Obligation (other than any Client Contract); (xii) any Contractual Obligation requiring the Company (A) to co-invest with any third party on an exclusive other Person, (B) to provide seed capital or preferential basissimilar investment or (C) to invest in any investment product (including any CLO); (xiii) any Contractual Obligation that contains (A) a “clawback” or similar undertaking requiring the contribution, reimbursement or that grants refund by the Company, the Principals or the Sellers of any prior distribution, return of capital or fees (whether performance based or otherwise) paid to any such Person other than the Company in respect of any Client or any of its Subsidiaries (B) a “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreementsprovision, in each case incurred in the ordinary course of business)other than any such Contractual Obligations entered into by any CLO with respect to its investments; (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9xiv) any Contract Contractual Obligation that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation contains (A) key person provisions pertaining to employees of the Company or (B) any of its Subsidiaries the following rights provided to repurchase Loans; (10) any Contract that provides any rights an investor with respect to investors in a Client managed, advised or sub-advised by the Company: (1) special withdrawal or redemption rights, including registration(2) designation rights regarding advisory board or similar provisions, preemptive or (3) anti-dilution rights or rights to designate members of (4) special notice or observers to reporting requirements imposing any material burden or expense on the Company BoardCompany; (11xv) any Contract that is placement agent agreement, or any other Contractual Obligation for the distribution or sale of Equity Interests or Debt Interests of a consulting agreement CLO; (xvi) any side letter with any Client or data processingany investor in any CLO; (xvii) any outstanding general or special powers of attorney executed by or on behalf of the Company; (xviii) any Contractual Obligation, software programming relating to the lease or licensing contract involving the payment license of more than $100,000 per annum any Asset, including Company Technology and Company Intellectual Property Rights (and including all customer license and maintenance agreements); (xix) any Contractual Obligation under which any Company Related Entity has advanced or loaned an amount to any of its Affiliates (other than portfolio companies of the CLOs) or employees other than in the Ordinary Course of Business; (xx) any such contracts which are terminable by Contractual Obligation between any Company Related Entity, on the Company one hand, and any Seller or its Subsidiaries on 60 days any Principal (or less notice without any required payment or other conditions Affiliate (other than the condition Company, the CLOs or any portfolio company of noticeany CLO) or Family Member thereof));, on the other hand, that will continue in effect after the Closing; and (12xxi) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation other Contractual Obligation (other than those listed on Section 3.17 of the transactions contemplated by this Agreement; (13) Sellers’ Disclosure Schedules in response to any Contract in respect of any clause (i) Owned Real Property or through (iixx) leased premises above) that is material to the Company Related Entities (excluding, for the avoidance of doubt, any Contractual Obligations entered into by any CLO with respect to which the its investments). The Company or any has delivered to Buyer accurate and complete copies of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not each written Contractual Obligation listed on Section 3.17 of the type described Sellers’ Disclosure Schedules, in clauses (1) through (13) above each case, as amended or otherwise modified and which involved the payments by, or to, the in effect. The Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected has delivered to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract Buyer a written summary setting forth all of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true material terms and complete copy conditions of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding oral Contractual Obligation listed on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge Section 3.17 of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanySellers’ Disclosure Schedules.

Contracts. (a) Section 3.16 of Schedule 5.11(a) to the Company Disclosure Letter lists each applicable Acquired Companies Annex sets forth a list of the following types of Contracts to which the an Acquired Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is the Acquired Company may be bound as of (the date hereof:“Material Contracts”): (1i) any Contract required to be filed by Contracts for the Company as a “material contract” pursuant to Item 601(b)(10) future purchase, exchange or sale of Regulation S-K under the Securities Act of 1933, as amendedelectric power or ancillary services; (2ii) any Contract that limits in any material respect Contracts for the ability future transmission of electric power; (iii) interconnection Contracts; (iv) other than Contracts of the Company nature addressed by Section 5.11(a)(i) - (iii) and the Land Contracts, Contracts (A) for the sale of any asset or (B) that grant a right or option to purchase or sell any asset, other than in each case Contracts relating to assets with a value of its Subsidiaries less than Five Hundred Thousand Dollars (or following the consummation $500,000); (v) other than Contracts of the transactions contemplated herebynature addressed by Section 5.11(a)(i) - (iv) and the Land Contracts, Parent and its SubsidiariesContracts for the future receipt of any assets or services requiring payments in excess of Five Hundred Thousand Dollars ($500,000) for each individual Contract; (vi) Contracts that purport to limit such Acquired Company’s freedom to compete in any line of business or with any Person or in any geographic area; (3vii) partnership, joint venture or limited liability company agreements; (viii) Contracts under which it has created, incurred, assumed or guaranteed any Contract that obligates the Company outstanding indebtedness for borrowed money or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basiscapitalized lease obligation, or that grants any Person other than the Company or under which it has imposed a security interest on any of its Subsidiaries “most favored nation” status assets, tangible or similar rightsintangible, which security interest secures outstanding indebtedness for borrowed money; (4ix) any Contract to which any Affiliateoutstanding agreements of guaranty, officer, director, employee surety or consultant of the Company is a party or beneficiary indemnification (except with respect to loans to, or deposits from, directors, officers and employees excluding indemnification provisions customarily included in Contracts entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to itBusiness), direct or indirect, by such Acquired Company; (5x) any Contract that limits the payment Contracts for employment, management or consulting services providing annual compensation in excess of dividends Two Hundred Fifty Thousand Dollars ($250,000) and which are not cancelable by the such Acquired Company on notice (and without penalty) of ninety (90) days or any of its Subsidiariesless; (6xi) any Contract all Contracts with respect to the formationpurchase, creationissuance, operation, management transfer or control Encumbrance of a joint venture, partnership, limited liability company or other similar agreement or arrangement;the membership interests of the Acquired Companies; and (7xii) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company all Contracts with Seller or any Affiliate of its Subsidiaries in Seller, on the ordinary course of business consistent with past practice); (9) one hand, and any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Acquired Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to on the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation)hand. (ib) Each Material Contract is valid and binding Except as set forth on the Company and any of its Subsidiaries Schedule 5.11(b) to the extent such Subsidiary is a party theretoapplicable Acquired Companies Annex, Seller has provided Purchaser with, or access to, copies of all Material Contracts. (c) Except as applicable, and set forth on Schedule 5.11(c) to the knowledge applicable Acquired Companies Annex, each of the CompanyMaterial Contracts, each other party theretoin all material respects, and is in full force and effect and enforceable in accordance with its terms, except where constitutes a valid and binding obligation of the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Acquired Company and each of its Subsidiaries, party thereto and, to the knowledge Seller’s Knowledge, of the Companyother parties thereto. (d) Except as set forth on Schedule 5.11(d) to the applicable Acquired Companies Annex, each other party thereto, has performed all obligations required to be performed by it no Acquired Company is in breach or default in any material respect under each any Material Contract, except where any noncomplianceand to Seller’s Knowledge, individually or in the aggregate, has not had and would not reasonably be expected no other party to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, Material Contracts is in breach or default in any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companymaterial respect thereunder.

Contracts. (aSection 2(k) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(s) of the following types of Contracts Disclosure Schedule) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Seller or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStation; (4viii) any Contract to which any Affiliate, officer, director, employee or consultant written arrangement concerning a guaranty by the Seller of the Company is a party obligations of any other party; or (ix) any other written arrangement (or beneficiary (except with respect to loans to, group of related written arrangements) either involving more than $5,000 or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Seller has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(k) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(k) of the Company Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Station has indicated within the past year that it will stop, any other party thereto under any such Material Contractor decrease the rate of, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companybuying services from them.

Contracts. (aSection 2(j) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(r) of the following types of Contracts Disclosure Schedule) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Seller or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStations; (4viii) any Contract to which any Affiliate, officer, director, employee or consultant written arrangement concerning a guaranty by the Seller of the Company is a party obligations of any other party; or (ix) any other written arrangement (or beneficiary (except with respect to loans to, group of related written arrangements) either involving more than $5,000 or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Seller has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(j) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(j) of the Company Disclosure Schedule under the terms of this Section 2(j). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(j) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Stations has indicated within the past year that it will stop, any other party thereto under any such Material Contractor decrease the rate of, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companybuying services from them.

Contracts. (a) Section 3.16 of the Company Parent Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedthird parties; (2ii) any Contract agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that limits purports to limit in any material respect the ability right of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete engage in any line of business business, or to compete with any Person person or operate in any geographic areageographical location; (3vi) any Contract that obligates the Company employment or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsconsulting agreement; (4vii) any Contract to which agreement involving any Affiliate, current or former officer, director, employee director or consultant stockholder of the Company is a party Parent or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it)any Affiliate thereof; (5viii) any Contract that limits agreement under which the payment consequences of dividends by the Company a default or any of its Subsidiariestermination would reasonably be expected to have a Parent Material Adverse Effect; (6ix) any Contract with respect to agreement which contains any provisions requiring the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company Parent or any of its Subsidiaries to repurchase Loans; indemnify any other party thereto (10) any Contract that provides any rights to investors excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Company, including registration, preemptive or anti-dilution rights or rights to designate members Ordinary Course of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)Business); (12x) any Contract that requires a consent to other agreement (or otherwise contains a provision relating to a “change group of control,” that would be implicated by related agreements) either involving more than $5,000 or not entered into in the MergerOrdinary Course of Business; and (xi) any agreement, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions other than as contemplated by this Agreement; (13) any Contract in respect Agreement and the Split-Off, relating to the sales of any (i) Owned Real Property or (ii) leased premises with respect to which securities of the Company Parent or any of its Subsidiaries is either a landlord to which the Parent or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and party. (b) The Parent has delivered or made available to the knowledge Company a complete and accurate copy of each agreement listed in Section 3.16 of the CompanyParent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effect, individually except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycourt of law or a court of equity; (ii) the Company agreement will not, as a result of the execution and each delivery by the Parent of this Agreement or the consummation by the Parent of the transactions contemplated hereby, cease to be a legal, valid, binding and enforceable obligation of the Parent, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Parent nor any of its Subsidiaries, andSubsidiaries nor, to the knowledge of the CompanyParent, each any other party theretoparty, is in breach or violation of, or default under, any such agreement, and no event has performed all obligations required occurred, is pending or, to be performed by it under each Material Contractthe knowledge of the Parent, except where any noncomplianceis threatened, individually which, after the giving of notice, with lapse of time or in the aggregateotherwise, has not had and would not reasonably be expected to have constitute a Material Adverse Effect on the Company; and (iii) there is no breach or default under any Material Contract by the Company Parent or any of its Subsidiaries or, to the knowledge of the CompanyParent, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycontract.

Contracts. (a) Section 3.16 2.13 of the Company Disclosure Letter Schedule lists each of the following types of Contracts written arrangements (including without limitation written agreements) to which the Company or any of its Subsidiaries Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereofparty: (1i) any Contract required written arrangement (or group of related written arrangements) for the lease of personal property from or to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) third parties providing for lease payments in excess of Regulation S-K under the Securities Act of 1933, as amended$50,000 per annum; (2ii) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries written arrangement (or following the consummation group of the transactions contemplated herebyrelated written arrangements), Parent and currently in force or effect or which by its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into terms may in the ordinary course future be in force or effect, for the licensing or distribution of business and in accordance with all applicable regulatory requirements with respect to it); software, products or other personal property or for the furnishing or receipt of services (5i) any Contract that limits the payment of dividends which calls for performance by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness Subsidiary (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course performance solely of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract indemnification obligations) over a period of more than one year following the date hereof, (ii) which involves the payment or receipt of more than the sum of $250,000 over 100,000 following the remaining term of such Contract date hereof, or (other than pursuant to Loans originated or purchased by iii) in which the Company or any Subsidiary has granted rights to license, sublicense or copy, "most favored nation" pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of its Subsidiaries in the ordinary course of business consistent with past practice)goods or services or has agreed to purchase goods or services exclusively from a certain party; (9iii) any Contract that provides for potential indemnification payments by the Company written arrangement establishing a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $50,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries assets, tangible or the potential obligation of the Company or any of its Subsidiaries to repurchase Loansintangible; (10v) any Contract that provides any rights to investors in the Companywritten arrangement concerning confidentiality, including registration, preemptive non- solicitation or antinon-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions competition (other than the condition Company's standard form of notice)); (12) confidentiality, nonsolicitation and non-competition agreement with its employees, a copy of which has been provided to the Buyer or its advisors, and the nondisclosure agreements entered into among any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of Parties in connection with the transactions contemplated by this Agreement); (13vi) any Contract written arrangement involving any of the Company Stockholders or their Affiliates (for the purposes of this Agreement, "Affiliate" shall mean (A) in respect the case of any an individual, the members of the immediate family (including parents, siblings and children) of (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above individual and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiariesindividual's spouse, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there any Business Entity that directly or indirectly, through one or more intermediaries controls, or is no default controlled by, or is under any Material Contract by the Company or common control with any of its Subsidiaries orthe foregoing individuals, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or (B) in the aggregatecase of a Business Entity, has not had and would not reasonably be expected to have another Business Entity or a Material Adverse Effect on person that directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under common control with the Company.Business Entity);

Contracts. (a) Section 3.16 2.13 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as third parties providing for lease payments in excess of $50,000 per annum or having a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedremaining term longer than 12 months; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $50,000, or (C) in any material respect the ability of which the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated herebyhas granted manufacturing rights, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, andwhich, to the knowledge of the Company, each establishes a partnership or joint venture; (iv) other party theretothan the Bridge Notes and the Convertible Notes, any agreement (or group of related agreements) under which it has performed all obligations required to be performed by created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $50,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under each Material ContractExchange Act, except where thereof (an “Affiliate”); (viii) any noncompliance, individually agreement under which the consequences of a default or in the aggregate, has not had and termination would not reasonably be expected to have a Company Material Adverse Effect on Effect; (ix) any agreement which contains any provisions requiring the CompanyCompany to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $50,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement and the Bridge Loan, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) there the Company is not nor, to the knowledge of the Company, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycontract.

Contracts. (a) Section 3.16 5.16 of the Company Parent Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound Schedule lists, as of the date hereof: (1) , all Contracts to which Parent or any Contract required to be filed by the Company as Parent Subsidiary is a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) party which fall within any Contract that limits in any material respect the ability of the Company following categories: (a) Contracts that (i) involved aggregate expenditures or receipts in excess of $1,000,000 in the aggregate in fiscal year 2002 or (ii) are expected to involve aggregate expenditures or receipts in excess of $1,000,000 in the aggregate in fiscal year 2003; (b) joint venture, partnership and like Contracts; (c) Contracts containing covenants purporting to limit (or that would limit after the Effective Time) the freedom of Parent or any of its Subsidiaries (Parent Subsidiary or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) Affiliate to compete in any line of business or with any Person or in any geographic area; ; (d) Contracts which contain minimum purchase conditions of greater than $1,000,000 in the aggregate in any twelve month period, all or part of which minimum purchase condition remains unsatisfied at May 31, 2003; (e) Contracts relating to any outstanding non-cancelable commitment for capital expenditures of Parent or any Parent Subsidiary in excess of $1,000,000 in the aggregate in any twelve month period; (f) indentures, mortgages, promissory notes, loan agreements, guarantees, letters of credit or other agreements or instruments of Parent or any Parent Subsidiary with commitments for the borrowing or the lending of amounts, by Parent or any Parent Subsidiary; (g) any Contract, note or bond under which Parent or any Parent Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Parent or one of the wholly-owned Parent Subsidiaries); (h) any Contract creating or granting any Lien upon any of the properties or assets of Parent or any Parent Subsidiary; (i) any currently effective Contract, or any expired or terminated Contract which has surviving provisions, providing for indemnification of any Person with respect to liabilities relating to any current or former business of Parent, any Parent Subsidiary or any predecessor Person, other than (1) indemnification agreements between Parent or any Parent Subsidiary and any of their respective officers and directors that are otherwise set forth in Section 5.13 of the Parent Disclosure Schedule, (2) any confidentiality or non-disclosure agreements or (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees such indemnification agreements entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); business; (5j) any lease, sublease or similar Contract that limits the payment of dividends by the Company with any Person (other than Parent or a Parent Subsidiary) under which Parent or a Parent Subsidiary is a lessor or sublessor of, or makes available for use to any of its Subsidiaries; person (6other than Parent or a Parent Subsidiary), (A) any Contract with respect to the formation, creation, operation, management Leased Real Property or control (B) any portion of any premises otherwise occupied by Parent or a joint venture, partnership, limited liability company or other similar agreement or arrangement; Parent Subsidiary; (7k) any Contract relating to Indebtedness the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) which is material to Parent and the Parent Subsidiaries, taken as a whole; (l) any Contract (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred any Permit) with any governmental authority or with any labor union; or (m) any other Contract not in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of 50 business consistent with past practice); (9) any Contract practice that provides for potential indemnification payments by is material to Parent and the Company or any Parent Subsidiaries, taken as whole. Complete and correct copies of its Subsidiaries or the potential obligation all Contracts referred to in this Section 5.16 of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has Parent Disclosure Schedule have been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company or the Company Representatives and any of its Subsidiaries W by Parent. All Contracts referred to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge in this Section 5.16 of the CompanyParent Disclosure Schedule are valid, each other party thereto, binding and is in full force and effect and are enforceable by Parent in accordance with its their terms, except where the failure to be valid, binding, enforceable and in full force and effect. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on the Company; (ii) the Company and each Effect, none of its SubsidiariesParent, andany Parent Subsidiary nor, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the CompanyParent, any other party thereto, and no is or is alleged to be in violation of or in default in respect of, nor has there occurred any event or condition has occurred that constitutes, or, after which (with or without notice or lapse of time or both) would constitute a violation of or default under, would constitute, a default on the part any such Contract. Except as set forth in Section 5.16 of the Company or any of its Subsidiaries orParent Disclosure Schedule, to the knowledge none of the Companycounterparties to any such Contracts has given notice of termination of, or is seeking to amend, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) The Company has made available to Parent true, complete and correct copies of the following agreements scheduled in Section 3.16 4.7 of the Company Disclosure Letter lists each Schedule (the "Contracts") to which the Company or any Subsidiary is a party: (i) other than sales orders entered into in the ordinary course, agreements with consideration in excess of $100,000; (ii) agreements involving performance over a period of more than one year with consideration in excess of $100,000; (iii) agreements containing confidentiality or non-competition provisions; (iv) other than purchase orders entered into in the following types ordinary course, any agreement concerning a partnership or joint venture or any other agree ment involving a sharing of Contracts to profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person; (v) other than purchase orders entered into in the ordinary course, any agreement under which the Company or any of its Subsidiaries is a party has created, incurred, assumed or by which guaranteed any indebtedness or any capitalized lease obligation, in excess of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended$50,000; (2vi) any Contract that limits agreement entered into during the prior three years, providing for the acquisition or disposition of a significant amount of assets or a line of business; (vii) any agreement entered into during the prior three (3) years, providing for the purchase, redemption or issuance of Common Stock the performance of which involves consideration of more than $250,000 other than redemption of Common Stock pursuant to the Company's stock repurchase plan announced in the Company's Quarterly Report for the quarter ended March 31, 2000, filed May 12, 2000, by which the Company is authorized to repurchase up to $1,000,000 of its shares (through December 31, 2000, the Company had repurchased 22,300 shares of its Common Stock for $324,000); and (viii) each material written amendment, supplement and modification in respect of any material respect of the ability foregoing. (b) To the Knowledge of the Company, (i) all Contracts are in full force and effect and constitute valid and binding agreements of the Company or any of its Subsidiaries and the other parties thereto in accordance with their respective terms, and (or following ii) the consummation of the transactions contemplated herebyhereby will not, Parent and its Subsidiaries) to compete in any line material respect, violate, or constitute a breach under, any such Contract. Except as set forth in Section 4.7(b) of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (orDisclosure Schedule, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than neither the Company or nor any of its Subsidiaries “most favored nation” status or similar rights; (4) are in default in any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with material respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or under any of its Subsidiaries; (6) such written Contracts, have not received any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term written notice of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiariesdefault, and, to the knowledge Knowledge of the Company, each : (i) no other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or such Contract is in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; default in any material respect thereunder and (iiiii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event has occurred or condition has occurred exists that constitutes, or, after with notice or lapse of time or both, both would constitute, constitute such a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companythereunder.

Contracts. (a) Section 3.16 Except (v) for this Agreement, (w) for the Contracts filed as exhibits to the Parent SEC Reports filed prior to the date of this Agreement, (x) for Parent Plans and Parent Stock Plans, (y) for any contracts that are terminable (and will continue to be terminable after the Company Disclosure Letter lists each of the following types of Contracts to which the Company Effective Time) by Parent or any of its Subsidiaries is a subsidiaries party thereto on no more than sixty (60) days’ notice without material penalty or by which other liability or (z) as set forth in Section 4.9 of the Parent Disclosure Schedule, neither Parent nor any of their respective properties or assets is bound its subsidiaries, as of the date hereof, is party to or bound by any Contract that: (1i) any Contract is required to be filed by the Company Parent as a “material contract” pursuant to Item 601(b)(10) 601 of Regulation S-K under the Securities Act of 1933, as amendedAct; (2ii) any Contract that limits in any material respect the ability of the Company contains covenants binding upon Parent or any of its Subsidiaries (or following the consummation of the transactions contemplated herebysubsidiaries, in each case, that are material to Parent and its Subsidiariessubsidiaries, taken as a whole, that (A) restrict the ability (other than to compete the extent described in any line clause (C)(1) below) of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries Parent (or, following the consummation of Effective Time, the transactions contemplated hereby, Parent and Surviving Company or its Subsidiariessubsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries subsidiaries or Affiliates to engage or compete in any business or sell, supply, acquire, license or distribute any product or service, in each case, in any market or geographic area, with any Person or during any period of time, or that would require the disposition of any material assets or line of business of Parent or its subsidiaries, or, in each case, after the Effective Time, the Surviving Company or its subsidiaries, (B) (1) grant “most favored nation” status to another Person and (2) pursuant to such Contract Parent or any of its subsidiaries collectively received, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 or (C) (1) include exclusive or preferred purchasing arrangements or similar rights; (4) provisions expressly obligating Parent or any Contract of its subsidiaries to which any Affiliate, officer, director, employee or consultant obtain all of the Company is a party or beneficiary (except with respect to loans toits requirements for, or deposits froma minimum quantity of, directorscertain merchandise exclusively from any vendor for merchandise resold by Parent or any of its subsidiaries, officers and employees except, in each case, any purchase orders entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect (2) pursuant to it); (5) any such Contract that limits the payment of dividends by the Company Parent or any of its Subsidiariessubsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000; (6iii) is a services agreement, equipment lease, logistics agreement, information technology agreement or agreement related to software (other than any Contract architectural or construction-related Contract) in connection with which or pursuant to which Parent or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; (iv) other than with respect to the formationany partnership or limited liability company that is wholly owned by Parent or any of its wholly-owned subsidiaries, creation, operation, management or control of is a joint venture, partnership, limited liability company or other similar agreement or arrangementarrangement relating to the formation, creation, operation, management or control of any joint venture, partnership, limited liability company or other similar Person, in each case, that is material to Parent and its subsidiaries, taken as a whole; (7v) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond or any other Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from indebtedness for borrowed money or the Federal Home Loan Bank and securities sold under repurchase agreementsdeferred purchase price for property, in each case incurred having an outstanding amount in the ordinary course excess of business)$5,000,000 individually, other than any such Contract between or among any of Parent and any of its wholly-owned subsidiaries; (8) any Contract that by its terms calls for aggregate payments vi) prohibits the payment of dividends or receipt by distributions in respect of the Company and its Subsidiaries under such Contract capital stock of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company Parent or any of its Subsidiaries subsidiaries, prohibits the pledging of the capital stock of Parent or any subsidiary of Parent, prohibits the issuance of guarantees by Parent or any subsidiary of Parent or grants any rights of first refusal or rights of first offer or similar rights or that limits or proposes to limit the ability of Parent or any of its subsidiaries or Affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses, in each case, that is material to Parent and its subsidiaries, taken as a whole; (vii) is an agreement under which Parent or any of its subsidiaries has any obligations to make a capital contribution to, or other investment in the securities of, any Person (other than (A) to Parent or any of its wholly-owned subsidiaries, (B) extensions of credit in the ordinary course of business consistent with past practicepractice and (C) investments in marketable securities in the ordinary course of business), in each case, that is material to Parent and its subsidiaries, taken as a whole; (9viii) is an agreement with respect to any Contract that provides acquisition or divestiture (other than, for potential indemnification payments by the Company avoidance of doubt, for acquisitions or dispositions of inventory, merchandise, products, services, properties and assets in the ordinary course of business) pursuant to which Parent or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Companysubsidiaries has continuing indemnification, including registration, preemptive or anti“earn-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment out” or other conditions (other than the condition of notice)); (12) any Contract contingent payment obligations, in each case, that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation result in payments in excess of the transactions contemplated by this Agreement$10,000,000; (13ix) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company is between Parent or any of its Subsidiaries subsidiaries, on the one hand, and any director or officer of Parent or any Person beneficially owning five percent (5%) or more of the outstanding shares of Parent Common Stock or any of their respective Affiliates, on the other hand, except for any Parent Plan; (x) contains a standstill or similar agreement that will be in effect as of the Closing pursuant to which Parent or any of its subsidiaries has agreed not to acquire assets or securities of another Person; (xi) contains a put, call or similar right pursuant to which Parent or any of its subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets, in each case with a value in excess of $10,000,000; (xii) is either a landlord Parent Material Real Property Lease; (xiii) is a Contract (including purchasing agreements, group purchasing agreements and excluding work orders, statements of work, purchase orders and similar contracts) pursuant to which Parent or tenant any of its subsidiaries collectively paid, during the twelve (or subtenant)12) month period ended December 2, 2017, more than $50,000,000 to any Person; or (14xiv) is with any of Parent’s top ten (10) commercial payors (measured by prescription revenue of Parent during the twelve (12) month period ended on December 2, 2017) (the “Parent Key Payors”). (b) Each Contract not set forth or required to be set forth in Section 4.9 of the type described in clauses Parent Disclosure Schedule or filed as an exhibit (1or incorporated by reference) through (13) above and which involved to the payments by, or to, Parent SEC Reports filed prior to the Company or any date of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than this Agreement as a “material contract” pursuant to Loans originated or purchased by Item 601 of Regulation S-K under the Company or any of its Subsidiaries Securities Act (and to the extent so disclosed as a “material contract” under Regulation S-K in the ordinary course of business consistent with past practice). Each Contract force as of the type described in clauses (1) through (14date hereof) is referred to herein as a “Parent Material Contract.” A true and complete copy Each of each the Parent Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract Contracts is valid and binding on the Company and any of Parent or its Subsidiaries to the extent such Subsidiary is a subsidiaries party thereto, as applicable, and and, to the knowledge of the CompanyParent, each other party thereto, and is in full force and effect effect, subject to the Bankruptcy and enforceable Equity Exception, except (i) to the extent that any Parent Material Contract expires in accordance with its terms, except where the failure terms and (ii) for such failures to be valid, binding, enforceable valid and binding or to be in full force and effecteffect that have not had and would not, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect on Effect. Except as has not had and would not, individually or in the Company; aggregate, reasonably be expected to have a Parent Material Adverse Effect, as of the date hereof, (iiA) the Company Parent and its subsidiaries have in all material respects performed all obligations required to be performed by them under each of its Subsidiaries, Parent Material Contract and, to the knowledge of the CompanyParent, each other party thereto, to each Parent Material Contract has in all material respects performed all obligations required to be performed by it under each such Parent Material Contract, (B) neither Parent nor any of its subsidiaries have received written notice from any other party to a Parent Material Contract that such other party intends to terminate any such Parent Material Contract (except where any noncompliance, individually or in accordance with the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; terms thereof) and (iiiC) there is no default under any Parent Material Contract by the Company Parent or any of its Subsidiaries orsubsidiaries and, to the knowledge of the CompanyParent, any other party thereto, and no event or condition has occurred that constitutesthat, or, after notice or with the lapse of time or the giving of notice or both, would constitute, constitute a default on the part of the Company thereunder by Parent or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companysubsidiaries.

Contracts. (a) Section 3.16 3.14(a) of the Company Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound Schedule sets forth, as of the date hereofof this Agreement, a true and complete list, and the Company has made available to Parent prior to the date of this Agreement true and complete copies (including all amendments, modifications, extensions, renewals, schedules, exhibits or ancillary agreements with respect thereto), of, excluding any Company Benefit Plan: (1i) any each Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedAct; (2ii) each Contract to which the Company or any of the Company Subsidiaries is a party involving expected annual revenues or expected annual expenditures in excess of $250,000 in 2024 or any year thereafter; (iii) each Contract providing for the acquisition or disposition of assets or securities by or from any Person or any business (or any contract providing for an option, right of first refusal or offer or similar rights with respect to any of the foregoing) (A) entered into since July 14, 2021 that limits involved or would reasonably be expected to involve the payment of consideration in excess of $250,000 in the aggregate with respect to such Contract or series of related Contracts, or (B) that contains (or would contain, in the case of an option, right of first refusal or offer or similar rights) ongoing representations, warranties, covenants, indemnities or other obligations (including “earn-out,” contingent value rights or other contingent payment or value obligations) that would involve the receipt or making of payments or the issuance of any equity securities of the Company or any of its Subsidiaries, in each case having an expected value in excess of $250,000; (iv) each Contract to which the Company or any of the Company Subsidiaries is a party that restricts in any material respect the ability of the Company or any of its the Company Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its SubsidiariesA) to compete or engage in any line of business or with any Person in any geographical area, (B) to sell, supply or distribute any material the Company Offering, use or enforce any material Intellectual Property Rights owned by or exclusively licensed to the Company or any Company Subsidiary, (C) to solicit any (potential or actual) customer or supplier, or (D) that otherwise has the effect of materially restricting the Company, the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of the Company Offerings, in each case, in any geographic area; (3v) each Contract to which the Company or any Contract of the Company Subsidiaries is a party that is material and obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) any Company Subsidiary to conduct business with any third party on an a preferential or exclusive or preferential basis, or that grants contains or expressly purports to contain material exclusivity or “most favored nation” obligations, material rights of first refusal, material rights of first offer, material put or call rights or other similar provisions that are binding on the Company or any Person Company Subsidiary or that would be so binding on Parent or any of its Affiliates after the Effective Time; (vi) each loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, or other than similar agreement pursuant to which any Indebtedness of the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party Subsidiaries (or beneficiary (except with respect owed to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its the Company Subsidiaries) in excess of $250,000 is outstanding or may be incurred, other than any such agreement between or among the Company and one or more Company Subsidiaries; (6vii) each partnership, joint venture or similar Contract to which the Company or any Contract with respect of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of a any partnership or joint venture, partnership, limited liability company venture or to the ownership of any equity interest in any entity or business enterprise other similar agreement or arrangementthan the wholly owned the Company Subsidiaries; (7viii) each Contract to which the Company or any of the Company Subsidiaries is a party that contains covenants, indemnities or other continuing obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the making by the Company or any Company Subsidiary of future payments in excess of $250,000; (ix) each Contract relating pursuant to Indebtedness (other than deposit liabilitieswhich the Company or the Company Subsidiaries receives from any third party a license or similar right to any Intellectual Property Right material to the Company and the Company Subsidiaries, trade payablestaken as a whole, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred that are not non-exclusive licenses granted in the ordinary course of business); (8) any x) each Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant with a Governmental Entity to Loans originated or purchased by which the Company or any Company Subsidiary is a party, and pursuant to which the Company or any Company Subsidiary has any material future obligation other than the provision of its Subsidiaries the Company Offerings in the ordinary course of business consistent with past practice); (9xi) any Contract that provides for potential indemnification payments by restricting the Company or any payment of its Subsidiaries dividends or the potential obligation making of distributions in respect of any equity securities of the Company or any of its Company Subsidiaries to or the repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect redemption of any (i) Owned Real Property or (ii) leased premises with respect to which equity securities of the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant)Company Subsidiaries; orand (14xii) each Contract that gives any Contract not Person the right to acquire any material assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase the Company products) after the date hereof. Each agreement, understanding or undertaking of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14this Section 3.14(a) is referred to herein as a “Company Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation).” (ib) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effectExcept for matters which, individually or in the aggregate, has have not had and would not reasonably be expected to have a Company Material Adverse Effect Effect, (i) each Company Material Contract (including, for purposes of this Section 3.14(b), any Contract entered into after the date of this Agreement that would have been a Company Material Contract if such Contract existed on the Company; (iidate of this Agreement) is a valid, binding and legally enforceable obligation of the Company and each or one of its the Company Subsidiaries, as the case may be, and, to the knowledge Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity; (ii) each such Company Material Contract is in full force and effect; (iii) none of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any such Company Material Contract and, to the Knowledge of the Company, no other party to any such Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder; (iv) to the Knowledge of the Company, each other party thereto, to a Company Material Contract has performed all material obligations required to be performed by it under each such Company Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iiiv) there is no default under any party to a Company Material Contract by has given the Company or any of the Company Subsidiaries notice (whether written or oral) of its Subsidiaries orintention to cancel, terminate, change the scope of rights under or fail to renew any Company Material Contract and neither the Company nor any of the Company Subsidiaries, nor, to the knowledge Knowledge of the Company, any other party theretoto any Company Material Contract, and no event has repudiated (whether orally or condition has occurred that constitutes, or, after notice in writing) any material provision thereof. No Company Material Contract can be reasonably expected to prevent or lapse of time or both, would constitute, a default on materially delay the part consummation of the Company Merger or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companytransactions contemplated by this Agreement.

Contracts. (a) Section 3.16 For purposes of the Company Disclosure Letter lists this Agreement, each of the following types shall be deemed to constitute a "Company Material Contract": (i) any Acquired Corporation Contract that is required by the rules and regulations of Contracts the SEC to which be filed as an exhibit to the Company or SEC Documents; (ii) any Acquired Corporation Contract relating to the employment of its Subsidiaries is a party or by any employee, and any Contract pursuant to which any of their respective properties the Acquired Corporations is or assets is bound as may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of the date hereof: (1salary) in excess of $100,000, to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedcurrent or former employee or director; (2iii) any Acquired Corporation Contract that limits in relating to the acquisition, transfer, development, sharing or license of any material respect the ability of the Company or Proprietary Asset (except for any of its Subsidiaries Acquired Corporation Contract pursuant to which (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3A) any Contract that obligates material Proprietary Asset is licensed to the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with Acquired Corporations under any third party on an exclusive or preferential basissoftware license generally available for sale to the public, or that grants (B) any material Proprietary Asset is licensed by any of the Acquired Corporations to any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is on a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to itnon-exclusive basis); (5iv) any Acquired Corporation Contract that limits the payment which provides for indemnification of dividends by the Company any officer, director or any of its Subsidiariesemployee; (6v) any Acquired Corporation Contract with respect creating or relating to the formationany partnership or joint venture or any sharing of revenues, creationprofits, operationlosses, management costs or control of a joint venture, partnership, limited liability company or other similar agreement or arrangementliabilities; (7vi) any Acquired Corporation Contract relating to Indebtedness (other that involves the payment or expenditure of $100,000 or more in any 12-month period or more than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred $200,000 in the ordinary course aggregate that may not be terminated by the applicable Acquired Corporation (without penalty) within sixty (60) days after the delivery of business)a termination notice by the applicable Acquired Corporation; (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9vii) any Acquired Corporation Contract that provides for potential indemnification payments by the Company contemplating or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; involving (10A) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment or delivery of more than cash or other consideration in an amount or having a value in excess of $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not or (B) the performance of services having a value in excess of $100,000 in the aggregate; (viii) any Acquired Corporation Contract imposing any restriction on the right or ability of any Acquired Corporation to (A) compete with any other Person, (B) acquire any material product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any other Person, or (C) develop or distribute any material technology; and (ix) any other Acquired Corporation Contract, if a breach of such Acquired Corporation Contract could reasonably be expected to have a Material Adverse Effect on the Acquired Corporations (taken as a whole). (b) Each Company Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms. (c) None of the Acquired Corporations has violated or breached, or committed any material default under, any Company Material Contract. To the Company's knowledge, no other Person has violated or breached, or committed any material default under, any Company Material Contract. (d) To the Company's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a material violation or breach of any provision of any Company Material Contract by any of the Acquired Corporations; (ii) give any Person the right to declare a material default or exercise any material remedy under any Company Material Contract; (iii) to the Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel or terminate, or modify in any material respect, any Company Material Contract. (e) None of the Acquired Corporations is a guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other Person other than any of the Acquired Corporations. (f) Schedule 2.7(f) of the Company Disclosure Schedule provides a list of all Company Material Contracts (including all amendments thereto). The Company has provided or made available to Parent a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 2.7(g) of the Company Disclosure Schedule, other than Company Material Contracts filed as exhibits to the Company SEC Documents and each all copies of its Subsidiaries, andall amendments to the Company Material Contracts filed as exhibits to the Company SEC Documents, to the knowledge of extent such amendments have not been filed with the Company, each other SEC. (g) Neither Company nor any Acquired Corporation is a party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually contract with the United States government or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material material Government Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 3.13(a) of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (each a “Contract”) to which the Company or any Subsidiary is a party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $100,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement providing for any royalty, milestone or similar payments by the Company; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Lien on any of its Subsidiaries assets, tangible or intangible; (vi) any agreement for the disposition of any significant portion of the assets or business of the Company or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other Person (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (other than confidentiality agreements with customers of the Company or any Subsidiary or Company Employees set forth in the Company’s or the applicable Subsidiary’s standard terms and conditions of sale or standard form of employment agreement, copies of which have previously been delivered to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance), change in control, or retention agreement; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or shareholder of the Company or any Affiliate thereof; (xi) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xii) any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedor any Subsidiary is bound; (2xiii) any Contract agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xiv) any agreement that limits in any material respect could reasonably be expected to have the ability effect of prohibiting or impairing the conduct of the business of the Company or any of its the Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company Buyer or any of its Subsidiaries “most favored nation” status or similar rightssubsidiaries as currently conducted and as currently proposed to be conducted; (4xv) any agreement, contract, license, covenant, assignment, instrument or other arrangement required to be listed in Section 3.12 of the Company Disclosure Schedule; (xvi) any agreement that would entitle any third party to receive a license or any other right to Intellectual Property of the Buyer or any of the Buyer’s Affiliates (excluding the Company and the Subsidiaries) following the Closing; (xvii) any Contract relating to the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products in development by or which any Affiliatehas been or which is being marketed, officerdistributed, directorsupported, employee sold or consultant licensed out, in each case by or on behalf of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6xviii) any Contract with respect agreement that, following the Closing, would bind or purport to bind the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company Buyer or any of its Subsidiaries in Affiliates (excluding the ordinary course of business consistent with past practiceCompany and the Subsidiaries);; and (9xix) any Contract that provides for potential indemnification payments by the Company other agreement (or any group of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10related agreements) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract either involving the payment of more than $100,000 per annum or not entered into in the Ordinary Course of Business. (other than any such contracts which are terminable by b) The Company has delivered to the Buyer a complete and accurate copy of each Contract (as amended to date). With respect to each Contract: (i) the Contract is legal, valid, binding and enforceable and in full force and effect against the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract Subsidiary that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by is the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and and, to the knowledge of the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and is in full force and effect and enforceable in accordance with its terms, except where Equity Exception; (ii) the failure Contract will continue to be legal, valid, binding, binding and enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) effect against the Company and each of its Subsidiariesor the Subsidiary that is the party thereto, as applicable, and, to the knowledge of the Company’s Knowledge, against each other party theretothereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, has performed all obligations required subject to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had Bankruptcy and would not reasonably be expected to have a Material Adverse Effect on the CompanyEquity Exception; and (iii) there neither the Company, any Subsidiary nor, to the Knowledge of the Company, any other party, is, in any material respect, in breach or violation of, or default under, any such Contract, and no event has occurred, is no default under any Material Contract by the Company or any of its Subsidiaries pending or, to the knowledge Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company, any Subsidiary or, to the Knowledge of the Company, any other party theretounder such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, and no event agreement or condition has occurred that constitutesother arrangement which, or, after notice or lapse of time or bothif reduced to written form, would constitute, a default on the part be required to be listed in Section 3.13(a) of the Company Disclosure Schedule under the terms of Section 3.13(a). Neither the Company nor any Subsidiary is a party to any written or any of its Subsidiaries or, oral arrangement (i) to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event perform services or condition, individually or in the aggregate, has not had and would not reasonably be sell products which is expected to be performed at, or to result in, a loss or (ii) for which the customer has already been billed or paid that have a Material Adverse Effect not been fully accounted for on the CompanyMost Recent Balance Sheet.

Contracts. (aSection 4(m) Section 3.16 of the Company Disclosure Letter Schedule lists each of the following types of contracts, agreements, Customer Contracts or Agreements and other written arrangements to which Sigma6 is a party: (i) any written agreement (or group of related written agreements) for the Company lease of personal property from or to third parties providing for lease payments in excess of $15,000 per annum; (ii) other than as referenced in paragraph (i) immediately preceding, any written agreement (or group of related written agreements) for the furnishing or receipt of services which Sigma6 reasonably projects will involve more than the sum of $30,000 per annum or $50,000 over the life of such agreement; (iii) any written agreement concerning a partnership or joint venture; (iv) any written agreement (or group of related written agreements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including lease obligations) involving more than $15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any written arrangement requiring confidentiality or noncompetition other than agreements with customers, employees, licensors, vendors or subcontractors in the Ordinary Course of Business; (vi) any written arrangement with any of its directors, officers, or employees, or any of its Subsidiaries is a party Affiliates other than standard contracts for service as employees or by which any subcontractors in the Ordinary Course of their respective properties or assets is bound as of the date hereof:Business; and (1vii) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries other written arrangement (or following the consummation group of the transactions contemplated hereby, Parent and its Subsidiariesrelated written arrangements) to compete in any line of business either involving more than $25,000 per annum or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. Sigma6 has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed written arrangement listed in their entirety (without redaction or omission of any portion thereofSection 4(m) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the CompanyDisclosure Schedule (as amended to date). With respect to each written arrangement so listed: (A) the written arrangement is legal, each valid, binding, enforceable against Sigma6 and, to Sigma6 and Seller's Knowledge, the other party thereto, parties thereto and is in full force and effect and enforceable effect, subject to the Equitable Exceptions; (B) except as set forth in accordance with its termsSection 4(m) of the Disclosure Schedule, except where the failure written arrangement will continue to be legal, valid, binding, enforceable and in full force and effecteffect on identical terms immediately following the Closing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, subject to the knowledge Equitable Exceptions and if Newco performs thereunder and does not breach such agreement after the Closing Date, (C) Sigma6 is not, nor to the Knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had Sellers and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there Sigma6 is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretoparty, in breach or default, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or except in the Ordinary Course of Business permit termination, modification, or acceleration, under the written arrangement; and (D) Sigma6 has not, nor to the Knowledge of the Sellers and Sigma6 has any other party, repudiated any provision of the written arrangement. Sigma6 is not a party to any oral contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 4(m) of the Company Disclosure Schedule under the terms of this Section 4(m). No unfilled Customer Contract or Agreement obligating Sigma6 to perform services will result in a Material loss to Sigma6 upon completion of performance. Except as set forth in Section 4(m) of the Disclosure Schedule, Sigma6 has not been notified that any of its Subsidiaries or, customers intends either to the knowledge of the Company, any other party thereto dispute charges under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have terminate early a Material Adverse Effect on the CompanyCustomer Contract or Agreement.

Contracts. (a) Except for the Financing Agreements, the Contracts disclosed in Section 3.16 3.1.18 of the Company Disclosure Letter lists each and the Leases and Real Property Contracts, none of the following types of Contracts to which the Company or any of its Subsidiaries BRPI Entities is a party to or by bound by: 3.1.18.1 any continuing Contract pursuant to which any it is obligated to make or expects to receive payments of their respective properties or assets is bound as related to indebtedness for borrowed money of more than $15,000,000 over the life of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedContract; (2) 3.1.18.2 any Contract that limits in any material respect expires or may be renewed at the ability option of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than any BRPI Entity so as to expire more than one year after the Company or any date of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliatethis Agreement, officerhaving a value, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course case of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014Contract, of more than $100,000 (other than pursuant to Loans originated or purchased by 15,000,000 over the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract life of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material ; 3.1.18.3 any Contract has been made available to Parent prior to the date hereof (that if terminated or modified or if it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure ceased to be valid, binding, enforceable and in full force and effect, individually would have or in the aggregate, has not had and would not could reasonably be expected to have a BRPI Material Adverse Effect on Effect; 3.1.18.4 any trust indenture, mortgage, promissory note, loan agreement or other Contract for the Company; (ii) the Company and each borrowing of its Subsidiariesmoney, andany currency exchange, to the knowledge interest rate, commodities or other hedging arrangement or any leasing transaction of the Company, each other party thereto, has performed all obligations type required to be performed by it under each Material Contract, except where any noncompliance, individually or capitalized in accordance with IFRS; 3.1.18.5 other than non-disclosure agreements entered into in the aggregateOrdinary Course, has any Contract limiting in any material respect the freedom of any BRPI Entity to engage in any line of business, compete with any other Person, solicit any Persons for any purpose, operate its Assets at maximum production capacity or otherwise conduct its business; 3.1.18.6 any Contract made out of the Ordinary Course; 3.1.18.7 any confidentiality, secrecy or non-disclosure Contract relating to any proprietary or confidential information, in each case to the extent such Contract and the subject matter therein is material to the ownership, construction, development or operation of any of the Businesses; 3.1.18.8 any Contract with any Person with whom any of the BRPI Entities does not had and would not reasonably be expected to have a Material Adverse Effect on deal at arm’s length within the Companymeaning of the Tax Act (excluding agreements among one or more of the BRPI Entities); and (iii) there is no default under or 3.1.18.9 any Material Contract by the Company agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of its Subsidiaries or, to the knowledge more than $15,000,000 of the Company, any other party theretoPerson who is not a BRPI Entity; (collectively, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such “Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyContracts”).

Contracts. Except as set forth in Schedule 5.14 or any other Schedule hereto, as of the date of this Agreement, neither the Company nor any of the Subsidiaries is a party to or bound by: (a) Section 3.16 of any contract for the purchase by the Company Disclosure Letter lists each or such Subsidiary of the following types of Contracts to supplies or equipment or services which the Company or any such Subsidiary reasonably anticipates will involve the annual payment of its Subsidiaries is a party more than $500,000 or by which any of their respective properties or assets is bound as of $2,000,000 in the aggregate after the date hereof:; (1b) any Contract required to be filed contract for the sale by the Company as a “material contract” pursuant or such Subsidiary of any services or products of their business which involved gross written premium and fees in fiscal 2006 of, or which is reasonably anticipated to Item 601(b)(10) of Regulation S-K under involve in the Securities Act of 1933year ending December 31, as amended2007, more than $2,000,000; (2c) any Contract that limits in any material respect the ability loan agreements, promissory notes, indentures, bonds, security agreements, guarantees or obligations for borrowed money or other instruments involving indebtedness (excluding intercompany (i.e., solely between one or more of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent Subsidiary) indebtedness and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areanon-trade accounts); (3d) any Contract that obligates the Company partnership, joint venture or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business other similar agreement or arrangement with any third party on an exclusive or preferential basis, or that grants any Person entity other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant one of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6e) any Contract with respect to agreement containing any covenant or provision prohibiting the formation, creation, operation, management Company or control such Subsidiary from engaging in any line or type of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreementsbusiness, in each case incurred excluding agreements that would not bind the Companies or the Subsidiaries following the Closing; (f) any reinsurance, retrocessional or similar agreement; (g) any agreement with Aon or any Affiliate of Aon (other than the Company or a Subsidiary) that (i) contains obligations that extend beyond the Closing and (ii) is not terminable by Buyer or its Affiliates after the Closing upon not greater than 30 days’ notice and without payment or penalty; (h) any agreement for the employment of any individual (excluding agents) on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $175,000 or providing severance benefits; (i) any agreement under which any of the Company or a Subsidiary has advanced or loaned any amount to any of its directors, officers, and employees outside the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9j) any Contract that provides agreement providing for potential indemnification payments (A) the acquisition of any interest in another entity (whether by purchase of assets, purchase of stock, merger, consolidation, recapitalization, share exchange or otherwise) or (B) the Company sale or other divestiture of any part of its Subsidiaries or the potential obligation business of the Company or any a Subsidiary (whether by sale of its Subsidiaries assets, sale of stock, merger, consolidation, recapitalization, share exchange or otherwise), other than, in the case of clause (A) or (B), this Agreement and agreements relating to repurchase Loansthe acquisition or disposition of investment assets in the ordinary course; (10k) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers agreement relating to the Company Board; (11) any Contract maintenance and/or development of and/or consulting services with respect to Software that is a consulting agreement or data processing, software programming or licensing contract involving involves the payment of $175,000 or more than $100,000 per annum in any calendar year (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises commencing with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant2008); or (14l) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected agreement relating to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent maintenance with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior respect to the date hereof Computer Hardware that involves the payment of $175,000 or more in any calendar year (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) commencing with the SEC shall be deemed to have been made available for purposes of this representation2008). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 Except as set forth in Part 3.9 of the Company Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound Schedule, as of the date hereofof this Agreement, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract: (1i) any Contract required to be filed by the Company as that is a “material contract” pursuant to (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to itExchange Act); (5ii) pursuant to which the Acquired Corporations (taken as a whole) received revenues for the fiscal year ended September 27, 2014, or is reasonably expected to receive revenues in a future annual period, in excess of $10,000,000; (iii) pursuant to which the Acquired Corporations (taken as a whole) made expenditures for the fiscal year ended September 27, 2014, or is reasonably expected to make expenditures in a future annual period, in excess of $2,500,000; (iv) evidencing a capital expenditure in excess of $2,500,000; (v) containing a covenant prohibiting or restricting any Contract that limits Acquired Corporation from competing in any business or geographic area, or from soliciting customers or employees, or otherwise restricting any Acquired Corporation from carrying on any business anywhere in the payment world; (vi) relating to or evidencing Indebtedness, including any guarantee of dividends Indebtedness by the Company or any Subsidiary of its Subsidiariesthe Company, in excess of $5,000,000; (6vii) any Contract with respect that is an Inbound License or Outbound License, in each case, that either (A) grants exclusive rights to the formation, creation, operation, management or control from an Acquired Corporation or (B) requires aggregate payments to or from an Acquired Corporation in excess of a joint venture, partnership, limited liability company or other similar agreement or arrangement$250,000; (7viii) (A) imposing on, or granting to, an Acquired Corporation any Contract relating future minimum take-or-pay requirements in excess of $100,000, (B) granting “most favored nation,” “most favored customer” or similar status to Indebtedness any Person, or (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course C) granting any type of business); (8) exclusive rights to any Contract that by its terms calls for aggregate payments Person or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant requiring an Acquired Corporation to Loans originated or purchased by the Company or any purchase all of its Subsidiaries in the ordinary course requirements of business consistent with past practice); (9) a specified good or service from any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant)Person; or (14ix) any collective bargaining agreement or other Contract not with a labor organization or works council representing any of its employees or any other similar Contract. (b) Each contract, arrangement, commitment or understanding of the type required to be described in clauses (1Section 3.9(a), whether or not set forth in Part 3.9(a) through (13) above and which involved the payments by, or to, of the Company or any of its Subsidiaries in the fiscal year ended December 31Disclosure Schedule, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy Except for Material Contracts that expire in accordance with their terms during the Pre-Closing Period (excluding, for the avoidance of each doubt, early termination), all of the Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is Contracts are valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, applicable Acquired Corporation and, to the knowledge of the Company, each other party thereto, has performed all obligations required and in full force and effect, except as may be limited by bankruptcy, insolvency, moratorium and other similar applicable law affecting creditors’ rights generally and by general principles of equity. No Acquired Corporation has, and to be performed by it the knowledge of the Company, none of the other parties thereto have, violated in any material respect any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a material default, under each the provisions of any Material Contract, except where any noncompliancein each case for those violations and defaults which, individually or in the aggregate, has not had and would not reasonably be expected to have result in a Company Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretoEffect, and no event or condition Acquired Corporation has occurred that constitutes, or, after received written notice or lapse of time or both, would constitute, a default on the part any of the foregoing. The Company has made available to Parent or any of its Subsidiaries or, Parent’s Representatives in the Data Room prior to the knowledge date of the Companythis Agreement a complete and correct copy (including any material amendment, any other party thereto under any such modification, extension or renewal with respect thereto) of each Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a) Section 3.16 Schedule 2.13 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereofof this Agreement: (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed by the Company as third parties providing for lease payments in excess of $25,000 per annum or having a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedremaining term longer than 12 months; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $50,000, or (C) in any material respect the ability of which the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated herebyhas granted manufacturing rights, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, andwhich, to the knowledge of the Company, each establishes a partnership or joint venture; (iv) other party theretothan the Bridge Notes, any agreement (or group of related agreements) under which it has performed all obligations required to be performed by created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under each Material ContractExchange Act, except where thereof (an “Affiliate”); (viii) any noncompliance, individually agreement under which the consequences of a default or in the aggregate, has not had and termination would not reasonably be expected to have a Company Material Adverse Effect on Effect; (ix) any agreement which contains any provisions requiring the CompanyCompany to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Schedule 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Schedule 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) there the Company is not nor, to the knowledge of the Company, is any other party, in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companycontract.

Contracts. (a) Section 3.16 4.10(a) of the Company Disclosure Letter lists each Schedules contains an accurate and complete list of the following types of Contracts to which the each Company or any of its Subsidiaries is a party or by which any of their respective properties its properties, rights or assets is are bound as (collectively, the “Material Contracts”) and the Companies have either delivered to Buyer or made available for review by Buyer, a true, accurate and complete copy of the date hereofeach such Material Contract which is: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2i) any Contract that limits is or is reasonably likely to require expenditures (including capital expenditures) or payments to or from either Company in excess of $25,000 in any material respect the ability of the Company or any of its Subsidiaries (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areacalendar year; (3ii) any Contract under which either Company is obligated to sell or lease as lessor real or personal property; (iii) any Contract that obligates the contains a covenant not to compete applicable to either Company, binds either Company to any exclusive business arrangements or its Subsidiaries licenses or contains any requirements, output or “take-or-pay” obligations; (or, following the consummation iv) any Contract granting a customer of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the either Company or any of its Subsidiaries “most favored nation” status or similar rightsterms (whether in respect of pricing or otherwise); (4v) any distributor, consultant, representative or broker Contract; (vi) any joint venture, partnership or teaming Contract; (vii) any Contract under which either 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 Indebtedness or (C) extended credit to any Person; (viii) any Contract under which either Company has assumed a capitalized lease obligation in excess of $25,000; (ix) any AffiliateContract with any Affiliate and any Contract between Seller and any Related Person; (x) any collective bargaining, officerlabor, directorprofessional employer organization or similar Contract; (xi) any Contract related to any Company-owned or Company-licensed Intellectual Property (other than unmodified, employee commercially available, off-the-shelf, nonexclusive software licenses with an aggregate value of less than $10,000); (xii) any Contract with a Governmental Entity (whether as prime contractor, subcontractor or consultant otherwise), including any performance bonds or similar arrangements related thereto; (xiii) any stock purchase, asset purchase or other acquisition or divestiture agreement relating to the acquisition, lease, license or disposition by either Company of assets (other than in the ordinary course of business), properties, rights or any Equity Interests of any Person (A) providing for any indemnification, guaranty or surety obligation of the Company is or (B) with a party or beneficiary fair market value in excess of $25,000; (except with respect to loans to, or deposits from, directors, officers and employees xiv) any Contract (other than purchase orders entered into in the ordinary course of business business) with the 20 largest customers and in accordance with all applicable regulatory requirements with respect to it)20 largest suppliers of either Company for partial fiscal year ended April 19, 2017; (5xv) any Contract that limits for the payment purchase or sale of dividends by raw materials, commodities, supplies, products, or other person property, or for the Company furnishing or any receipt of its Subsidiariesservices, the performance of which will extend over a period of more than one (1) year; (6xvi) any written Contract with respect containing indemnification obligations or caps on damages; (xvii) any stockholders’ or similar Contract, or any Contract relating to the formation, creation, operationestablishment, management or control of a any joint venture, partnership, limited liability company venture or other similar agreement or arrangementstrategic alliance; (7xviii) any Contract relating to Indebtedness (between either Company and any other than deposit liabilitiesindividual for the employment of such individual on a full-time, trade payablespart-time, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business)consulting or other basis providing annual compensation; (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9xix) any Contract that provides for potential indemnification payments by (A) the Company or any termination of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay cause material losses to either Company or impair (B) that is material to the consummation ongoing Business of the transactions contemplated by this Agreement;either Company; and (13xx) any other Contract the performance of which involves consideration in respect excess of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation)25,000. (ib) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and is the legal, valid and binding obligation of each Company, and is enforceable against such Company in accordance with its terms, except where and, to the failure Knowledge of Seller, is the legal, valid and binding obligation of the other parties thereto (the “Other Parties”), and neither either Company nor, to be validthe Knowledge of Seller, bindingany of the Other Parties to any Material Contract is, enforceable and or is alleged to be, in full force and effectbreach, individually violation or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each default of its Subsidiariessuch Contract, and, to the knowledge Knowledge of the CompanySeller, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after with notice or lapse of time or bothboth would constitute a breach, would constituteviolation or default by any such party, a default on or permit termination, modification or acceleration by the part of the Company or any of its Subsidiaries orOther Parties, to the knowledge of the Company, any other party thereto under any such Material Contract. (c) Neither Company has waived any right it may have under any Material Contract. No party has provided any written or oral notice of any intention to terminate, except where modify or accelerate any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyContract.

Contracts. (a) Section 3.16 As of the Company Disclosure Letter lists each date of this Agreement, except as set forth as an exhibit to the Parent SEC Documents and on Section 4.11(a) of the following types of Contracts to which the Company or Parent Disclosure Letter, neither Parent nor any of its Subsidiaries is a party to or bound by which any: (i) Contracts relating to Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly-owned Subsidiary of Parent) in excess of $4,000,000; (ii) Non-competition agreements or any other agreements or arrangements that materially limit or otherwise materially restrict Parent or any of its Subsidiaries or any of their respective properties Affiliates or assets is bound any successor thereto or that, to Parent’s Knowledge, would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (including the Surviving Corporation) or any successor thereto, in each case from engaging or competing in any line of business or in any geographic area, which agreement or arrangements would reasonably be expected to materially limit, materially restrict or materially conflict with the business of Parent and its Subsidiaries, taken as a whole (including for purposes of such determination, the date hereof:Surviving Corporation and its Subsidiaries), after giving effect to the Merger; (1iii) any Contract Contracts required to be filed by the Company as a “material contract” an exhibit to Parent’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedAct; (2iv) any Contract that limits in any material respect the ability of the Company Contracts, including Parent Oil and Gas Agreements, where Parent or any of its Subsidiaries (has received or following expects to receive $4,000,000 or more in revenues pursuant to such agreements in the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areacurrent fiscal year; (3v) Contracts with respect to the receipt of any Contract that obligates goods and services involving a payment of $4,000,000 or more in the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightscurrent fiscal year; (4vi) any Contract to which any AffiliateJoint venture, officeralliance, director, employee partnership or consultant of the Company is a party limited liability company agreements or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect similar Contracts relating to the formation, creation, operation, management or control of a any joint venture, partnershipalliance, partnership or limited liability company or other similar agreement or arrangement; that (7A) any Contract relating is material to Indebtedness (other than deposit liabilitiesParent, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract or any of more than $250,000 over the remaining term Oil and Gas Properties of such Contract (other than pursuant to Loans originated or purchased by the Company Parent or any of its Subsidiaries in the ordinary course of business consistent with past practice); Subsidiaries; (9B) is material to any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Companyinvestment in, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions commitment to, any Related Entity of Parent; or (other than the condition of notice)); (12C) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to require Parent or its Subsidiaries to make expenditures in excess of $4,000,000 or more per annum; or (vii) Contracts that would prevent, materially delay or impair materially impede the consummation of the transactions contemplated by this Agreement;. (13b) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect All Contracts to which the Company Parent or any of its Subsidiaries is a party to or bound by as of the date of this Agreement that are either a landlord or tenant (or subtenant); or (14i) any Contract not of the type described in clauses clause (1) through (13a) above or (ii) material Parent Oil and which involved the payments by, or to, the Company or any Gas Agreements relating to Oil and Gas Properties of Parent and its Subsidiaries are referred to herein as the “Parent Material Contracts.” Except, in the fiscal year ended December 31each case, 2013as has not, or which could and would not reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effecthave, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect Effect, (i) all Parent Material Contracts are valid and binding on Parent and/or the Company; (ii) the Company and each relevant Subsidiary of its Subsidiaries, Parent that is a party thereto and, to the knowledge of the CompanyParent’s Knowledge, each other party thereto, subject to the Bankruptcy and Equity Exception, (ii) all Parent Material Contracts are in full force and effect, (iii) Parent and each of its Subsidiaries has performed all material obligations required to be performed by them under the Parent Material Contracts to which they are parties, (iv) to Parent’s Knowledge, each other party to a Parent Material Contract has performed all material obligations required to be performed by it under each such Parent Material Contract and (v) no party to any Parent Material Contract has given Parent or any of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Parent Material Contract and neither Parent nor any of its Subsidiaries, nor, to Parent’s Knowledge, any other party to any Parent Material Contract, has repudiated in writing any material provision thereof. Neither Parent nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under or permit termination, modification or acceleration under) any Parent Material Contract or any other Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their respective material properties or assets is bound, except where any noncompliancefor violations or defaults that are not, individually or in the aggregate, has not had and would not reasonably be expected likely to have result in a Parent Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanyEffect.

Contracts. (aSection 4(o) Section 3.16 of the Disclosure Schedule lists the following contracts and other agreements, whether written or oral, to which any of the Company Disclosure Letter lists each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or otherwise bound (except those agreements contemplated by which any of their respective properties this Agreement or assets is bound as of in connection with the date hereof:restructuring in connection therewith): (1i) any Contract required agreement (or group of related agreements) for the lease of personal property to be filed by the Company as or from any Person providing for lease payments which extend over a “material contract” pursuant to Item 601(b)(10) period of Regulation S-K under the Securities Act more than 180 days or include consideration in excess of 1933, as amended$250,000; (2ii) any Contract that limits agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 180 days or involve consideration in excess of $250,000; (iii) any material respect the ability agreement concerning a partnership or joint venture; (iv) any agreement (or group of the Company related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which it has imposed a Security Interest on any of its Subsidiaries (assets, tangible or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaintangible; (3v) any Contract that obligates material agreement imposing confidentiality obligations on the Company or its Subsidiaries Subsidiaries; (or, following vi) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the consummation of world; (vii) any agreement with the transactions contemplated hereby, Parent Company and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person Affiliates (other than the Company or any of and its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to itSubsidiaries); (5viii) any Contract that limits profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the payment benefit of dividends by its current or former directors, officers, and employees; (ix) any collective bargaining agreement; (x) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $50,000 or providing material severance benefits; (xi) any contract, agreement or other arrangement with any officer or director of the Company or any of its Subsidiaries; (6xii) any Contract with respect agreement under which it has advanced or loaned any amount to the formationany of its directors, creationofficers, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangementand employees; (7xiii) any Contract relating to Indebtedness (other than deposit liabilitiesagreement under which the consequences of a default or termination could have a material adverse effect on the business, trade payablesfinancial condition, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course operations or results of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation operations of the Company or any of its Subsidiaries to repurchase Loans;Subsidiaries; or (10xiv) any Contract that provides any rights to investors other agreement (or group of related agreements) the performance of which involves consideration in the Company, including registration, preemptive or anti-dilution rights or rights to designate members excess of or observers $250,000. The Company has delivered to the Company Board; Buyer a correct and complete copy of each written agreement (11as amended) any Contract that listed in Section 4(o) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in Section 4(o) of the Disclosure Schedule. With respect to each such agreement: (A) the agreement is a consulting agreement or data processinglegal, software programming or licensing contract involving the payment of more than $100,000 per annum valid, binding, enforceable (other than any such contracts which are terminable except as enforceability may be limited by the Company or its Subsidiaries on 60 days or less notice without any required payment bankruptcy, insolvency, moratorium or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to similar laws affecting or otherwise contains a provision relating to a “change of control,” that would creditors' rights generally, and by general equitable principles) and in full force and effect; (B) the agreement will continue to be implicated legal, valid, binding, enforceable (except as enforceability may be limited by the Mergerbankruptcy, insolvency, moratorium or that would other similar laws affecting or would reasonably be expected relating to preventcreditors' rights generally, materially delay or impair and by general equitable principles), and in full force and effect on identical terms following the consummation of the transactions contemplated by this Agreement; hereby, (13C) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicablenot, and to the knowledge Knowledge of the Company, each no other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault, would constituteor permit termination, a default on modification, or acceleration, under the part of agreement; and (D) the Company or any of its Subsidiaries orhas not, and to the knowledge Knowledge of the Company, any no other party thereto under has repudiated any such Material Contract, except where any such default, event or condition, individually or in material provision of the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companyagreement.

Contracts. (a) Section 3.16 2.14 of the Company Disclosure Letter Schedule lists each the following agreements to which any Company Entity is a party as of the following types date of Contracts this Agreement: (i) any agreement for the lease of personal property from or to which third parties providing for lease payments in excess of $300,000 per annum; (ii) any agreement for the purchase of products or for the receipt of services from each supplier set forth on Section 2.21 of the Company Disclosure Schedule; (iii) any agreement for the sale of products or for the furnishing of services to each customer set forth on Section 2.21 of the Company Disclosure Schedule; (iv) any agreement establishing a partnership or joint venture; (v) any agreement under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any Indebtedness (including capitalized lease obligations) involving more than $750,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vi) any agreement (an “Interested Party Agreement”) with (A) Parent or any affiliate (an “Affiliate”), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Parent, (B) any person directly or indirectly owning, controlling or holding power to vote five percent (5%) or more of the outstanding voting securities of Parent or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereof: Affiliates, (1C) any Contract required person, five percent (5%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to be filed vote by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended; (2) any Contract that limits in any material respect the ability of the Company Parent or any of its Subsidiaries Affiliates, or (or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3D) any Contract that obligates the Company director or officer of Parent or any of its Subsidiaries Affiliates (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company Entities) or any “associates” or members of its Subsidiaries the “most favored nationimmediate family” status (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or similar rightsofficer; (4vii) any Contract agreement relating to which the acquisition or disposition of any Affiliatebusiness (whether by merger, officersale of stock, director, employee sale of assets or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to itotherwise); (5viii) any Contract that limits the payment of dividends by the Company material franchise, agency, dealer, sales representative, marketing or any of its Subsidiariesother similar agreement; (6ix) any Contract material agreement, commitment or arrangement with respect a Governmental Entity; and (x) any other agreement, commitment or arrangement not made in the Ordinary Course of Business that is material to the formationCompany Entities, creation, operation, management or control of taken as a joint venture, partnership, limited liability company or other similar agreement or arrangement;whole. (7b) any Contract relating The Company has made available to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances Buyers a complete and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, accurate copy of each agreement listed in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation Section 2.14 of the Company or any of its Subsidiaries Disclosure Schedule. With respect to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting each agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any so listed (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries agreement is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments bylegal, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, binding and enforceable and in full force and effect, individually or in subject to bankruptcy, insolvency and similar laws affecting the aggregaterights of creditors generally, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the no Company and each of its Subsidiaries, and, to the knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries orEntity nor, to the knowledge of the Company, any other party thereto, is in material breach or violation of, or default under, any such agreement, and (iii) to the knowledge of the Company, no event or condition circumstance has occurred that constitutesthat, or, after with notice or lapse of time or both, would constitute, a constitute any material event of default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Companythereunder.

Contracts. (a) Section 3.16 2.14 of the Company Disclosure Letter Schedule lists each of the following types of Contracts agreements (written or oral) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date hereof:of this Agreement (other than the Transaction Documentation (as hereinafter defined)): (1i) any Contract required agreement (or group of related agreements) for the lease of personal property from or to be filed third parties (A) which provides for lease payments in excess of $75,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company as a “material contract” pursuant to Item 601(b)(10on sixty (60) of Regulation S-K under the Securities Act of 1933, as amendeddays or less prior written notice; (2ii) any Contract that limits in any material respect agreement (or group of related agreements) for the ability purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or any less prior written notice and involves more than the sum of its Subsidiaries $75,000, or (or following the consummation of the transactions contemplated hereby, Parent and its SubsidiariesB) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates which the Company or its Subsidiaries (orhas granted manufacturing rights, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status pricing provisions or similar rightsexclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (4iii) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, andwhich, to the knowledge of the Company, each is a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $75,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement which contains any provisions requiring the Company to indemnify any other party theretothereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company other than outstanding stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent ; and (xi) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $75,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has performed all obligations required delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity; (ii) the agreement will continue to be performed by it under each Material Contractlegal, valid, binding and enforceable obligation of the Company, except where any noncomplianceas such enforceability may be limited under applicable bankruptcy, individually insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the aggregate, has not had and would not reasonably be expected Effective Time in accordance with the terms thereof as in effect immediately prior to have a Material Adverse Effect on the CompanyEffective Time; and (iii) there neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Material Contractcontract, except where for any such defaultbreach, event violation or condition, individually or in the aggregate, default that has not had and would not reasonably be expected to have a Company Material Adverse Effect on the CompanyEffect.

Contracts. (aSection 2(k) Section 3.16 of the Company Disclosure Letter Schedule lists each the following contracts, agreements, and other written arrangements (other than with advertisers for the sale of air time which are listed in Section 2(s) of the following types of Contracts Disclosure Schedule) to which the Company Seller is a party: (i) any written arrangement (or group of related written arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $1,000 per year; (ii) any written arrangement (or group of related written arrangements) for the purchase or sale of supplies, products, or other personal property or for the furnishing or receipt of services which either calls for performance over a period of more than one year or involves more than the sum of $1,000; (iii) any written arrangement concerning a partnership or joint venture; (iv) any written arrangement (or group of related written arrangements) under which it has created, incurred, assumed, or guaranteed (or may create, incur, assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $1,000 or under which it has imposed (or may impose) a Security Interest on any of its Subsidiaries is a party assets, tangible or by which any of their respective properties or assets is bound as of the date hereof: (1) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amendedintangible; (2v) any Contract that limits in written arrangement concerning confidentiality or noncompetition; (vi) any material respect the ability of the Company or written arrangement with any of its Subsidiaries (employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic areaseverance agreement; (3vii) any Contract that obligates written arrangement under which the Company consequences of a default or its Subsidiaries (ortermination could have an adverse effect on the assets, following the consummation Liabilities, business, financial condition, operations, results of operations, or future prospects of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive Seller or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rightsStations; (4viii) any Contract to which any Affiliate, officer, director, employee or consultant written arrangement concerning a guaranty by the Seller of the Company is a party obligations of any other party; or (ix) any other written arrangement (or beneficiary (except with respect to loans to, group of related written arrangements) either involving more than $5,000 or deposits from, directors, officers and employees not entered into in the ordinary course Ordinary Course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect Business. The Seller has delivered to the formation, creation, operation, management or control of Buyer a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements, in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for aggregate payments or receipt by the Company and its Subsidiaries under such Contract of more than $250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (11) any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any of its Subsidiaries is either a landlord or tenant (or subtenant); or (14) any Contract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true correct and complete copy of each Material Contract has been made available written arrangement listed in Section 2(k) of the Disclosure Schedule (as amended to Parent prior date). With respect to each written arrangement so listed which constitutes an Assumed Contract: (A) the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract written arrangement is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party theretolegal, as applicablevalid, binding, enforceable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where effect; (B) the failure written arrangement will continue to be legal, valid, binding, and enforceable and in full force and effect, individually or in effect on identical terms following the aggregate, Closing (if the arrangement has not had and would not reasonably be expected expired according to have a Material Adverse Effect on the Companyits terms); (iiC) the Company and each of its Subsidiaries, and, to the knowledge of the Company, each other no party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually is in breach or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party theretodefault, and no event or condition has occurred that constitutes, or, after which with notice or lapse of time would constitute a breach or bothdefault or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would constitute, a default on the part be required to be listed in Section 2(k) of the Company Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any of its Subsidiaries or, to the knowledge other contracts or agreements of the Company, any other party thereto under any such Material Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the CompanySeller.