Common use of Contracts Clause in Contracts

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effect.

Contracts. SCHEDULE 5.10 sets (a) Section 2.12(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts (true and complete copies of which, together with all Contracts that are (x) material amendments and supplements thereto, have been made available to Purchaser prior to the business or operations execution of Orion, taken as a whole, to either Orion Party; and (ythis Agreement) to which Seller is a party (other than indirectly pursuant to Seller's obligations under the Colstrip Contracts) and which relate to the operation of the Colstrip Facilities or by which any of the Orion Parties Assets are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsbound: (ai) all Contracts with any collective bargaining agreementPerson containing any provision or covenant prohibiting or limiting the ability of Seller to engage in any activity relating to the operation of the Colstrip Facilities or compete with any Person in connection with the operation of the Colstrip Facilities or prohibiting or limiting the ability of any Person to compete with Seller in connection with the operation of the Colstrip Facilities; (ii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the operation of the Colstrip Facilities; (iii) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the operation of the Colstrip Facilities which in any case involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Seller of more than $250,000 annually; (iv) all Contracts relating to the future disposition or acquisition of any Assets, other than dispositions or acquisitions of Inventory in the ordinary course of business; and (v) all other Contracts (other than the Real Property Leases) not described above that constitute Assumed Liabilities with respect to the operation of the Colstrip Facilities that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Seller of more than $250,000 annually and (B) cannot be terminated within sixty (60) days after giving notice of termination without resulting in any material cost or penalty to Seller (or, after the Closing, to Purchaser). (b) any Each Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (crequired to be disclosed in Section 2.12(a) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf Disclosure Schedule and each of any Person; (d) any Contract the Colstrip Contracts and the Fuel Contracts and each of the Business Contracts which involves the payment or receipt potential payment by or to Seller of cash or other propertymore than $250,000 annually is in full force and effect and constitutes a legal, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit valid and binding agreement, loan agreementenforceable in accordance with its terms, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (gSeller and of each other party thereto; and except as disclosed in Section 2.12(b) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a wholeDisclosure Schedule neither Seller nor, to either Orion Party. To the Knowledge of the Orion PartiesSeller, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party to such Contract is in violation or parties thereto breach of or default under any such Contract (or with notice or lapse of time or both, would not have an Orion Material Adverse Effectbe in violation or breach of or default under any such Contract).

Contracts. SCHEDULE 5.10 sets Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a list of all Contracts that are party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (xoral or written) material to the business by or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either Acquired Assets are bound or to subject or which any of their respective assets or properties are subject, as applicable, including but not limited material to the following types conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any collective bargaining agreementof the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) any Contract Contracts with any employeeAffiliate of the Seller or any Manager, consultantofficer, advisor, officer or director employee of Orion or Merger Subthe Seller (excluding the Buyer); (c) any continuing Contract with a sales representativefor the future purchase or price of commodities, manufacturer’s representativeraw materials, distributor, dealer, broker, sales agency, advertising agency supplies or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Personequipment; (d) any Contract which involves the payment or receipt of cash Contracts with distributors or other propertysales representative, an unperformed commitment customers or goods or services, in each case having a value in excess of $10,000suppliers; (e) any management, employment, service, consulting, severance or other similar type of Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible other than Contracts with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practiceBuyer); (f) any indenturemortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, loan indenture, conditional sale or title retention agreement, noteequipment financing obligation or other instrument, mortgagein any case, security agreement, lease granting an Encumbrance upon any of real property or personal property or agreement for financingthe Acquired Assets; (g) any Contract involving a partnership, joint venture collective bargaining agreement or other cooperative undertakingContract with any labor union or association representing employees; (h) any Contract involving any restrictions with respect to Contracts for (i) the purchase or lease of any geographical area of operations; real or personal property or (ii) scope the sale or type lease by the Seller of business of Orion any real or Merger Subpersonal property (including, without limitation, the Real Property); (i) any power Contracts regarding the Release, transportation or disposal of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger SubHazardous Materials, or pursuant the clean-up, abatement or other action relating to which Orion Hazardous Materials or Merger Sub are granted the authority to act for or on behalf of any PersonEnvironmental Laws; (j) Contracts establishing or creating any Contract relating to any corporate acquisition partnership, joint venture, limited liability company, limited liability partnership or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; andsimilar entity; (k) Contracts to make any Contract not specified above that is otherwise material capital expenditures or capital additions or improvements; (l) Contracts relating to the business storage or operations warehousing of Orion, taken as a whole, to either Orion Party. To the Knowledge any Inventory or products of the Orion PartiesBusiness, Orion has made available to Target true and complete copies or the charter or purchase of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation transportation or shipping services; (m) guarantees or other Contracts in respect of any Contracts listed on SCHEDULE 5.10 at Indebtedness of any time Person; or (n) any other Contract by or to which any of the other party Acquired Assets are bound or parties thereto would not have an Orion Material Adverse Effectsubject.

Contracts. SCHEDULE 5.10 sets (a) Section 2.13(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts (true and complete copies of which, together with all Contracts that are (x) material amendments and supplements thereto, have been made available to Purchaser prior to the business or operations execution of Orion, taken as a whole, to either Orion Party; and (ythis Agreement) to which Seller is a party and relate to the operation of the Generating Assets or by which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of ContractsAssets is bound: (ai) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of employment of, any Employee, the name, position and rate of compensation of each Employee party to such a Contract and the expiration date of each such Contract; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of Seller to engage in any activity relating to the operation of the Generating Assets or compete with any Person in connection with the operation of the Generating Assets or prohibiting or limiting the ability of any Person to compete with Seller in connection with the operation of the Generating Assets; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the operation of the Generating Assets; (iv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom Seller deals in connection with the operation of the Generating Assets which in any case involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Seller of more than $250,000 annually; (v) all Contracts relating to the future disposition or acquisition of any Assets, other than dispositions or acquisitions of Inventory in the ordinary course of business; and (vi) all other Contracts (other than Benefit Plans, the Real Property Leases and the collective bargaining agreement;agreements delivered to Purchaser pursuant to Section 2.16) not described above that constitute Assumed Liabilities with respect to the operation of the Generating Assets that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Seller of more than $250,000 annually and (B) cannot be terminated within sixty (60) days after giving notice of termination without resulting in any material cost or penalty to Seller (or, after the Closing, to Purchaser). (b) any Each Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (crequired to be disclosed in Section 2.13(a) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf Disclosure Schedule and each of any Person; (d) any Contract the Colstrip Contracts, the Fuel Contracts and the Power Purchase/Exchange Agreements and each of the Business Contracts which involves the payment or receipt potential payment by or to Seller of cash or other propertymore than $250,000 annually is in full force and effect and constitutes a legal, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit valid and binding agreement, loan agreementenforceable in accordance with its terms, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (gSeller and of each other party thereto; and except as disclosed in Section 2.13(b) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a wholeDisclosure Schedule neither Seller nor, to either Orion Party. To the Knowledge of the Orion PartiesSeller, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party to such Contract is in violation or parties thereto breach of or default under any such Contract (or with notice or lapse of time or both, would not have an Orion Material Adverse Effectbe in violation or breach of or default under any such Contract).

Contracts. SCHEDULE 5.10 (a) Schedule 4.08(a) of the Disclosure Schedules sets forth a list of all Contracts that are (x) material forth, by reference to the business or operations applicable subsection of Orionthis Section 4.08(a), taken as a whole, to either Orion Party; and (y) all of the following Contracts to which any of the Orion Parties are a Seller is a party, by which either are bound a Seller or to which any of their respective its assets or properties are subjectbound, as applicableor in respect of which a Seller receives revenue (each, including but not limited to the following types of Contracts:a “Material Contract”): (ai) any collective bargaining agreementContract (A) with any Top Vendor, or (B) providing for payments (whether fixed, contingent or otherwise) by or to a Seller in an aggregate amount of $15,000 or more; (bii) any Contract relating to a partnership, joint venture, joint marketing, joint development or similar joint arrangement with any Person; (iii) any employment agreement or other Contract for or relating to a Seller’s employment or engagement of any manager, officer, Employee or independent contractor, and any other Contract with a Seller’s managers, officers, Employees or independent contractors, including any Contract requiring a Seller to make a payment to any manager, officer, Employee or independent contractor in connection with the transactions contemplated by this Agreement or the documents contemplated hereby; (iv) any Contract that provides for, or relates to, Indebtedness; (v) any Contract that restricts a Seller from (A) engaging in any aspect of the Business, (B) participating or competing in any line of business, market or geographic area, (C) freely setting prices for its products (including most favored customer pricing provisions), (D) soliciting potential employees, consultants, contractors, suppliers or customers or (E) enforcing or using any Intellectual Property owned or purported to be owned by a Seller; (vi) any Contract under which a Seller grants any exclusive rights (including any exclusive Intellectual Property licenses), rights of first refusal or rights of first negotiation to any Person; (vii) any Contract containing a “requirements” provision or other provision obligating a Seller to purchase or obtain a minimum or specified amount of any product or service from any Person; (viii) any Contract that, following Closing, would or would purport to: (A) require the Business to grant any Intellectual Property license; (B) restrict Buyer from engaging in any of the activities described in Section 4.08(a)(vi); or (C) require Buyer to grant or be bound by any exclusive rights, rights of first refusal or rights of first negotiation to any Person; (ix) any Contract with any employeelabor union, consultant, advisor, officer employee association or director of Orion any collective bargaining agreement or Merger Subsimilar Contract with Employees; (cx) any settlement agreement entered into since the date that is five (5) years from the date of this Agreement (including any agreement under which any employment-related claim is settled); (A) any Contract that includes an obligation by a Seller to indemnify any other Person against any claim of infringement, misappropriation, misuse, dilution or violation of any Intellectual Property, and (B) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) other than routine employment-related Contracts, any Contract with a sales representativeRelated Person of a Seller or, manufacturer’s representativeto the knowledge of Sellers, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf a Family Member of any such Related Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (exiii) any Contract pursuant to which either Orion Party (i) a Seller has made acquired a business or will make any loans or advances; (ii) has or will have incurred debtsentity, or become substantially all of the assets of a guarantor business or suretyentity, whether by way of merger, consolidation, purchase of equity interests, purchase of assets, license or pledged its credit on; otherwise; (xiv) any Contract that involves (A) the sharing of profits with other Persons or (iiiB) has or will have otherwise become responsible with respect the payment of royalties to any undertaking other Person; (xv) any Contract that contains an earn-out or other contingent payment or obligation (which contingent payment or obligation is not related to a warranty or rights of another (except for the negotiation or collection of negotiable instruments in transactions indemnification granted by a Seller in the ordinary course of business consistent with past practice); (fxvi) any indentureContract with any Governmental Authority, credit agreementany prime contractor, loan agreementhigher-tier subcontractor or reseller to a Governmental Authority, noteor university, mortgage, security agreement, lease of real property college or personal property or agreement for financingother post-secondary educational institution; (gxvii) any Contract involving with a partnership, joint venture payment network or other cooperative undertakingprocessor; (hxviii) any Contract involving that (A) provides for the creation or development of any restrictions with respect Intellectual Property by Sellers for any other Person, or provides for the assignment, sale or other transfer of any interest in Intellectual Property by a Seller to any other Person; (iB) provides for the creation of development of any geographical area Intellectual Property for a Seller by any other Person, or provides for the assignment, sale or other transfer of operationsany interest in Intellectual Property to a Seller from any other Person (C) includes any grant by a Seller to any other Person of a license, permission or right to use any Company IP; (D) includes any grant by any other Person to a Seller of a license, permission or right to use any Intellectual Property (other than licenses for Off-the-Shelf Software); or (iiE) scope restricts, limits or type of business of Orion places any conditions on a Seller’s ability to use, enforce or Merger Sub; (i) otherwise exploit any power of attorney Intellectual Property owned or agency agreement or arrangement with purported to be owned by a Seller, including any Person pursuant coexistence agreements and covenants not to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreementsue; and (kxix) any other Contract not specified above that is otherwise material to a Seller, the business Business or operations of Oriontheir respective operations, taken as financial condition, properties or assets. (b) Each Material Contract is valid and binding on a wholeSeller in accordance with its terms and is in full force and effect. No Seller or, to either Orion PartySeller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) or has provided or received any notice of any intention to terminate, any Material Contract. To No event or circumstance has occurred that, with or without notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the Knowledge acceleration or other changes of any right or obligation or the Orion Parties, Orion has loss of benefit thereunder. Complete and correct copies of each Material Contract have been made available to Target true and complete copies Buyer. There are no disputes pending or, to the knowledge of each document listed on SCHEDULE 5.10Sellers, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of threatened under any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectContract.

Contracts. SCHEDULE 5.10 sets forth (a) Section 4.10(a) of the Parent Disclosure Schedule lists the following Parent Contracts in effect as of the date of this Agreement (other than any Parent Benefit Plan) (each, a list “Parent Material Contract”): (i) a material contract as defined in Item 601(b)(10) of all Contracts Regulation S-K as promulgated under the Securities Act; (ii) each Contract that are (x) is material to the business or operations of OrionParent and its Subsidiaries, taken as a whole, to either Orion Party; and containing (yA) to which any covenant limiting the freedom of Parent or any of the Orion Parties are a partyits Subsidiaries to engage in any line of business or compete with any Person, by which either are bound (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to which any products or territory, (C) any exclusivity provision, (D) any agreement to purchase minimum quantity of goods or services, or (E) any material non-solicitation provisions applicable to Parent or any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreementits Subsidiaries; (biii) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $50,000 pursuant to its express terms and not cancelable without penalty; (iv) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any entity; (v) each Contract relating to any mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to material Indebtedness of Parent or any of its Subsidiaries or creating any material Liens with respect to any assets of Parent or any of its Subsidiaries; (vi) each Contract requiring payment by or to Parent or any of its Subsidiaries after the date of this Agreement in excess of $100,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions); (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Parent or any of its Subsidiaries; (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Parent or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Parent or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by Parent or any of its Subsidiaries; or (D) any Contract with to license any employeethird party to manufacture or produce any product, consultant, advisor, officer service or director technology of Orion Parent or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, of its Subsidiaries or any Contract to act as one sell, distribute or commercialize any products or service of the foregoing on behalf Company or any of any Personits Subsidiaries, in each case, except for Contracts entered into in the Ordinary Course of Business; (dvii) each Contract with any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000Governmental Entity; (eviii) any each Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of OrionParent and its Subsidiaries, taken as a whole, containing any royalty, dividend or similar arrangement based on the revenues or profits of Parent or any of its Subsidiaries; or (ix) any other Contract that is not terminable at will (with no penalty or payment) by Parent or its Subsidiaries, as applicable, and (A) which involves payment or receipt by Parent or its Subsidiaries after the date of this Agreement under any such Contract of more than $100,000 in the aggregate, or obligations after the date of this Agreement in excess of $200,000 in the aggregate, or (B) that is material to either Orion Party. To the Knowledge business or operations of the Orion PartiesCompany and its Subsidiaries, Orion taken as a whole. (b) Parent has delivered or made available to Target true the Company accurate and complete copies of each document listed on SCHEDULE 5.10all Parent Material Contracts, and including all material amendments thereto, but excluding any purchase orders issued under a Parent Material Contract in the Ordinary Course of Business. There are no Parent Material Contracts that are not in written description form. As of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation the date of this Agreement, none of Parent, any Contracts listed on SCHEDULE 5.10 at of its Subsidiaries or, to Parent’s Knowledge, any time by the other party to a Parent Material Contract, has breached, violated or parties thereto defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of, or Laws applicable to, any Parent Material Contract in such manner as would permit any other party to cancel or terminate any such Parent Material Contract, or would permit any other party to seek damages or pursue other legal remedies which would reasonably be expected to be material to Parent or its business or operations. As to Parent and its Subsidiaries, as of the date of this Agreement, each Parent Material Contract is valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception. Since the date of the Parent Balance Sheet, no counterparty to a Parent Material Contract has notified Parent in writing (or, to the Knowledge of Parent, otherwise) that it intends to terminate or not have an Orion renew a Parent Material Adverse EffectContract.

Contracts. SCHEDULE 5.10 (a) Section 4.14 of the Disclosure Schedule sets forth a complete and accurate list of all the following Contracts to which the Company or any of its Subsidiaries is a party as of the date hereof (each, a “Material Contract” and collectively the “Material Contracts”): (i) any Contract (including purchase orders) that are (x) material involves performance of services or delivery of goods or materials by or to the business Company or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of its Subsidiaries of an amount or value in excess of $25,000 individually or $75,000 in the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to aggregate with the following types of Contracts: (a) any collective bargaining agreementsame counterparty; (bii) any Contract relating to capital expenditures and involving future payments in excess of $10,000 individually or $25,000 in the aggregate; (iii) any Contract that expires more than one year after the date of this Agreement (including any Contract that renews automatically unless a party to such Contract gives notice of non-renewal), except for non-disclosure agreements entered into in the ordinary course of business, employment agreements entered into on the Company’s standard form of employee agreement, licenses for Shrink-Wrapped Code and licenses of Open Source; (iv) any Contract with support obligations that cannot be terminated with ninety (90) days’ notice without penalty; (v) any employeeContract providing for indemnification by the Company or any of its Subsidiaries of any Person, consultantother than Contracts entered in the ordinary course of business the purpose of which is not indemnification and where such indemnification is ancillary to the primary purpose of such Contracts; (vi) any dealer, advisordistributor, reseller, sales representative, affiliate, joint marketing, strategic alliance, or similar Contract; (vii) (A) any Contract (other than those required to be disclosed pursuant to Section 4.14(a)(xix) hereof) with any current shareholder, officer or director of Orion the Company, or Merger Subany “affiliate” or “associate” of such persons (as such terms are defined in the rules and regulations promulgated under the Securities Act) (any of the foregoing, a “Related Party”), including any Contract providing for the furnishing of services by, rental of real or personal property from, or otherwise requiring payments to or from any Related Party, or (B) any other Affiliate Agreement; (cviii) any Contract limiting the ability of the Company or any of its Subsidiaries to engage or participate, or compete with a sales representativeany other Person, manufacturer’s representativein any line of business, distributormarket or geographic area, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiesto make use of any Intellectual Property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights and/or terms to act as one any Person, or any Contract otherwise materially limiting the right of the foregoing on behalf Company or any of its Subsidiaries to sell, distribute or manufacture any Personproducts or services or to purchase or otherwise obtain any Intellectual Property, software, components, parts, subassemblies or services; (dix) any Contract which involves all IP Contracts, excluding licenses for only Shrink-Wrapped Code, licenses of Open Source set forth in Section 4.12(r) of the payment or receipt Disclosure Schedule, non-disclosure Contracts entered into the ordinary course of cash or other propertybusiness consistent with past practice, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except Contracts for the negotiation sale, license, support or collection service of negotiable instruments in transactions Company Products in the ordinary course of business consistent with past practicepractice pursuant to the Company’s or its Subsidiaries’ standard customer Contract, the form of which has been made available to Buyer; (x) all licenses, sublicenses and other Contracts pursuant to which the Company or any of its Subsidiaries has agreed to any restriction on the right of the Company or any of its Subsidiaries to use or enforce any Company Intellectual Property or pursuant to which the Company or any of its Subsidiaries agrees to encumber, transfer or sell rights in or with respect to any Intellectual Property that are, or were, Company Intellectual Property; (xi) any Contract providing for the development of any Intellectual Property, independently or jointly, by or for the Company or any of its Subsidiaries, except for any Contract between the Company or any of its Subsidiaries and any of their respective Employees and Contractors; (xii) any trust, loan agreement, indenture, note, bond, debenture or any other document or Contract evidencing Indebtedness to any Person, any capitalized lease obligation, or any commitment to provide any of the foregoing, or any agreement of guaranty, or other similar commitment with respect to the obligations or Liabilities of any other Person; (xiii) any Contract for the disposition of any material portion of the assets or business (whether by merger, sale of shares, sale of assets or otherwise) of the Company or any of its Subsidiaries; (xiv) any Contract for the acquisition of the business or capital stock of another party (whether by merger, sale of stock, sale of assets or otherwise); (fxv) any indenturehedging, credit agreementfutures or other derivative Contract; (xvi) any Contract concerning a joint venture, loan agreementjoint development or other similar arrangement with one or more Persons; (xvii) any (A) Contract, noteincluding any stock option plan, mortgagestock appreciation rights plan, security agreementstock purchase plan or phantom stock plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, and (B) Share Restriction Agreement; (xviii) any Contract creating any obligation with respect to the payment of any severance, retention, bonus, success, change of control or other similar payment to any Person the payment or acceleration of which is triggered by the Company entering into this Agreement, or the consummation of any of the transactions contemplated hereby or any subsequent transactions or events; (xix) any Contract for the employment or engagement of any director, officer, employee or consultant of the Company or any of its Subsidiaries or any other type of Contract with any officer, employee, director or consultant of the Company or any of its Subsidiaries that is not immediately terminable by the Company or such Company’s Subsidiary without cost or Liability, including any Contract requiring it to make a payment to any director, officer, employee or consultant on account of the Acquisition (other than as expressly contemplated by this Agreement and other than Company Options award agreements); (xx) any Contract with any labor union or any collective bargaining agreement or similar contract with the Company’s or its Subsidiaries’ employees; (xxi) any settlement agreement with respect to any Action; (xxii) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the Company or any of its Subsidiaries, in connection with this Agreement and the transactions contemplated hereby; (xxiii) any lease of real property or personal property or agreement for financingother Contract materially affecting the ownership of, leasing of, or other interest in, any personal property; (gxxiv) any Real Property Lease; (xxv) any Contract involving that as a partnershipresult of the execution of this Agreement by the Company would require the Company or any of its Subsidiaries to provide notice to another Person or take any other action not otherwise required under the terms of such Contract, joint venture or other cooperative undertaking;would give rise to any additional rights or obligations under such Contract; or (hxxvi) any other Contract involving any restrictions that involves $10,000 individually or $25,000 in the aggregate or more and is not cancellable without penalty within thirty (30) days. (b) True, complete and correct copies of each Material Contract (including all amendments thereto) have been made available to Buyer. Each Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party thereto, enforceable against the Company or one of its Subsidiaries, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto, subject to (i) any geographical area laws of operations; or general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) scope rules of law governing specific performance, injunctive relief and other equitable remedies. The Company and each of its Subsidiaries is in material compliance with and has not materially breached, violated or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Subdefaulted under, or pursuant to which Orion received written notice that it has materially breached, violated or Merger Sub are granted defaulted under, any of the authority to act for terms or on behalf conditions of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger SubMaterial Contract, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a wholenor, to either Orion Party. To the Knowledge of the Orion PartiesCompany, Orion is any other party to any Material Contract in material breach, violation or default thereunder. (c) The Company and each of its Subsidiaries has made available performed all material obligations required to Target true and complete copies have been performed by the Company or its Subsidiaries pursuant to each Material Contract. (d) All outstanding indebtedness for borrowed money of each document listed on SCHEDULE 5.10the Company or its Subsidiaries may be prepaid without penalty, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation premium or other costs of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectkind beyond principal and accrued interest.

Contracts. SCHEDULE 5.10 (a) Section 3.11(a) of the Osmotica Disclosure Schedule sets forth forth, as of the date hereof, each of the following unexpired leases, subleases, licenses, bonds, debentures, notes, mortgages, indentures, guarantees, other agreements or contracts or other legally binding instruments (each, a list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y“Contract”) to which any of the Orion Parties are Osmotica Company is a party, by which either are bound or to which : any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts:Contract, (ai) the performance of which is reasonably expected to involve annual payments on the part of any collective bargaining Osmotica Company in excess of $1,000,000 and is not terminable by such Osmotica Company on 90 days’ notice or less without premium or penalty (excluding sales orders and purchase orders issued in the ordinary course of business); (ii) with respect to a joint venture, partnership, distributor, reseller or other similar agreement; (biii) which limits or purports to limit the ability of any Contract of the Osmotica Companies to compete in any line of business or with any employee, consultant, advisor, officer person or director in any geographic area or during any period of Orion time or Merger Subrequires that any of the Osmotica Companies provide “most favored status,” “favored pricing” (or similar terms) to any customer or other person; (civ) any Contract with that grants a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency Lien (other than an Osmotica Permitted Lien or other Person engaged in sales, distributing or promotional activities, or any Contract to act a Lien that will be released as one of the foregoing Closing) on behalf any material asset of any Personof the Osmotica Companies; (dv) that is a lease of real property; (vi) that provides for the acquisition of any person or any business unit thereof or the sale of any material asset (excluding inventory) of any of the Osmotica Companies outside the ordinary course of business; (vii) under which (A) any person directly or indirectly guarantees any liabilities or obligations of any of the Osmotica Companies, (B) any of the Osmotica Companies guarantees any liabilities or obligations of any other person or (C) any of the Osmotica Companies incurs indebtedness having an outstanding principal amount (or aggregate commitments) in excess of $1,000,000; (viii) that provides for the manufacture of Osmotica Products (or any part thereof) for any of the Osmotica Companies; (ix) that is an employment Contract for any current employee and is reasonably expected to involve payments of more than $150,000 in total compensation in 2015; (x) that is a consulting Contract for any current Contractor and is reasonably expected to involve payments of more than $150,000 in total compensation per year; (xi) under which involves the payment Osmotica Companies are providing products or receipt services to customers (other than distributors and resellers) and for which the purchase of cash products or other services from the Osmotica Companies for the twelve month period following the date hereof is reasonably expected to exceed $500,000; (xii) under which any of the Osmotica Companies is (A) a lessee or sublessee of tangible personal property, an unperformed commitment or goods or services(B) a lessor of any tangible personal property owned by the Osmotica Companies, in each case any single lease under (A) or (B) having a an original value in excess of $10,000;500,000; or (exiii) any Contract pursuant for capital expenditures or the acquisition or construction of fixed assets in excess of $500,000. (b) All Contracts required to which either Orion Party be set forth in Sections 3.11(a) and 3.10(b) of the Osmotica Disclosure Schedule (isuch Contracts, the “Osmotica Business Contracts”) has made or will make any loans or advances; (ii) has or will have incurred debtsare valid, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible binding and in full force and effect with respect to the applicable Osmotica Company and, to the Knowledge of Osmotica, the other party thereto, subject, as to enforcement, to the Enforceability Exceptions. None of the Osmotica Companies is in material breach or material default under any undertaking Osmotica Business Contract, and, to the Knowledge of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indentureOsmotica, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or no other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating party to any corporate acquisition Osmotica Business Contract is in material breach or disposition material default thereunder. As of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) , none of the Osmotica Companies has received any claim or notice of any material breach of or material default under any Osmotica Business Contract. As of the date hereof, there are no material disputes under any Osmotica Business Contract not specified above and none of the Osmotica Companies has received any notice that is otherwise material any other party to any of the Osmotica Business Contracts intends to cancel or terminate any Osmotica Business Contract. Prior to the business or operations date hereof, complete and correct copies of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has all Osmotica Business Contracts have been made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectVertical/Trigen.

Contracts. SCHEDULE 5.10 (a) Section 4.7 of the Company Disclosure Letter sets forth all of the following Contractual Obligations to which the Company or any of the Retained Subsidiaries is a list of all Contracts that are (x) material to the business party or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any of them is bound (collectively with each of the Orion Parties are a partyFiled Contracts, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of “Material Contracts: (a) any collective bargaining agreement”); (bi) Contractual Obligations (including any Contract purchase order) with any undelivered balance providing for the sale of products or provision of services pursuant to which the Company and the Retained Subsidiaries are entitled to receive payments of more than $1,000,000; (ii) Contractual Obligations (including any purchase order) with any undelivered balance providing for an expenditure by the Company and the Retained Subsidiaries in excess of $1,000,000; (iii) Contractual Obligations that relate to the sale of any of the Company’s or any of the Retained Subsidiaries’ assets, other than in the ordinary course of business; (iv) Contractual Obligations that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) Except for Contractual Obligations relating to trade receivables, Contractual Obligations relating to Indebtedness, in each case having an outstanding principal amount in excess of $1,000,000; (vi) Contractual Obligations for joint ventures, strategic alliances or partnerships; (vii) Contractual Obligations that grant to any Person other than the Company or the Retained Subsidiaries any (A) exclusive license, supply, distribution or other rights (it being understood that any requirement to conform to customer specifications will not be considered an exclusive right for purposes of this clause (A)), (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights or (D) exclusive rights to purchase any of the Company’s or the Retained Subsidiaries’ products or services; (viii) Distributor, sales representative, marketing or advertising Contractual Obligations; (ix) Contractual Obligations with any employee, consultant, advisor, officer or director consultant of Orion the Company or Merger Subthe Retained Subsidiaries, including any severance, retention, change of control or other similar Contractual Obligation pursuant to which the Company or any of the Retained Subsidiaries is or may become obligated to make any severance, bonus or other payment; (cx) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, Contractual Obligations under which the Company or any Contract of its Subsidiaries has made advances or loans to act as one any other Person, except for advances of business expenses of up to $10,000 in the foregoing on behalf ordinary course of any Personbusiness; (dxi) Contractual Obligations providing for any Contract which involves minimum or guaranteed payments by the payment Company or receipt any of cash the Retained Subsidiaries to any Person in excess of $1,000,000 annually; (xii) Contractual Obligations with any customer or other property, an unperformed commitment distributor that give any guarantee or goods warranty or make any representation in respect of any Company products or services, in each case having a value valued in excess of $10,0001,000,000, other than (A) any guarantee or warranty implied by law or (B) any standard guarantee or warranty on the form that has heretofore been made available to Parent; (exiii) Contractual Obligations containing covenants that purport to (A) restrict or limit in any Contract pursuant respect the ability of the Company, the Retained Subsidiaries or any of the Company’s future Subsidiaries or Affiliates to which either Orion Party compete in any geographical area, market or line of business, (iB) has made restrict or will make limit the Company, the Retained Subsidiaries or any loans of the Company’s future Subsidiaries or advances; Affiliates from selling products or delivering services to any Person, (iiC) has other than confidentiality agreements with customers entered into in the Ordinary Course of Business, restrict the Company, the Retained Subsidiaries or will have incurred debts, any of the Company’s future Subsidiaries or become a guarantor or surety, or pledged its credit on; Affiliates from hiring any Person or (iiiD) has or will have otherwise become responsible with respect to any undertaking of another (except for restrict the negotiation or collection of negotiable instruments in transactions in Company, the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, Retained Subsidiaries or any acquisition of the Company’s future Subsidiaries or disposition Affiliates from engaging in any aspect of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreementits business; and (kxiv) Contractual Obligations with any Contract not specified above that is otherwise material to the business labor organization, union, works council, workers’ association or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion other employee representative body. (b) The Company has heretofore made available to Target true Parent correct and complete copies of each document listed on SCHEDULE 5.10Material Contract, together with any and all amendments and supplements thereto and material “side letters” and similar documentation relating thereto. Each Material Contract is in full force and effect and is valid and binding obligation of the Company or its Subsidiaries and, to the knowledge of the Company, each other party thereto. The Company and the Retained Subsidiaries have performed and complied in all material respects with all obligations required to be performed or complied with by it under each Material Contract. There is no default under any Material Contract by the Company or the Retained Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time default thereunder by the Company or the Retained Subsidiaries, or, to the knowledge of the Company, by any other party or parties thereto would not have an Orion Material Adverse Effectparty.

Contracts. SCHEDULE 5.10 sets (i) Except as expressly contemplated by this Agreement, or as set forth in the Schedule of Exceptions, the Company and each of its Subsidiaries is not, and as of each of the Closings the Company and each of its Subsidiaries will not be, a list party to, or bound by, and none of all Contracts that are their respective assets is or will be subject to, any written or oral agreement, contract, commitment, order, license, lease or other instrument and arrangement of the types described below (xthe "Contracts"): (A) any pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees, any other employee benefit plan, or any contract with any labor union; (B) any contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $125,000 or which, in any way, restricts or limits the right of the Company or any Subsidiary to terminate such contract at will; (C) any loan agreement, indenture, letter of credit, security agreement, mortgage, pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money in excess of $125,000 or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an Encumbrance on any material asset or material group of assets (whether tangible or intangible) of the Company or any Subsidiary; (D) any guarantee of the payment or performance of any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other agreement to be contingently or secondarily liable for the obligations of any Person; or any "keep well" or similar credit support arrangements; (E) any lease or agreement under which it is the lessee of or holds or operates any property, real or personal, owned by any other party requiring annual payments in excess of $125,000; (F) any contract or agreement or group of related agreements with the same party or any group of affiliated parties which requires or may in the future require an aggregate payment by or to the Company or any Subsidiary in excess of $125,000; (G) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (H) any material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use by a third party of, or limiting the use by the Company or any Subsidiary of, any Intellectual Property; (I) any brokerage or finder's agreements relating to this Transaction; (J) any joint venture, partnership and similar contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (K) any asset purchase agreements, stock purchase agreements and other acquisition or divestiture agreements, including any agreements relating to the sale, lease or disposal of any assets of the Company or any of its Subsidiaries for consideration in excess of $50,000 or involving continuing indemnity or other obligations; (L) any material sales agency, marketing or distributorship agreements; (M) any contracts which contain "take or pay" provisions; (N) [Intentionally omitted]; (O) any contracts, agreements or arrangements regarding pre-emptive rights, rights of first refusal, put or call rights or obligations, anti-dilution rights or other restrictions on or with respect to the issuance, sale or redemption of the capital stock of the Company or any of its Subsidiaries; (P) any contracts, agreements or arrangements regarding the rights, obligations, restrictions on or with respect to the voting of any of the capital stock of the Company or any of its Subsidiaries or the registration of such stock for offering to the public pursuant to the Securities Act; and/or (Q) any other contract, agreement or commitment not the subject matter of clauses (A) through (P) above which is or could be reasonably expected to be material to the business Company, any Subsidiary or operations the Business. (ii) The Company and each of Orionits Subsidiaries has performed all obligations required to be performed by it to date and is not in material default under, taken as a wholeor in material breach of, to either Orion Party; and (y) or in receipt of any claim of material default under or material breach of, any agreement to which any of the Orion Parties are it is a party, by which either are bound party or to which any of their respective its assets is subject; the Company has no present expectation or properties are subject, as applicable, including but intention of not limited to the following types of Contracts: (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiesfully performing, or of permitting any Contract of its Subsidiaries not to act as one of perform fully, all such obligations; and the foregoing on behalf Company does not have any knowledge of any Person; (d) material breach or anticipated material breach by the other parties to any Contract which involves the payment contract or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made it or will make any loans of its Subsidiaries is a party or advances; (ii) has to which any of its or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or their assets is subject. (iii) has To the knowledge of the Company, none of the officers of the Company or will have otherwise become responsible any Subsidiary is a party to any oral or written contract which prohibits, restricts or limits his or her performance of his or her duties or the fulfillment of his or her obligations as an employee and an officer of the Company or any Subsidiary. (iv) Each Contract is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary, and to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency, or other similar laws affecting the enforceability of creditors' rights generally and court decisions with respect to any undertaking thereto, and the discretion of another (except for the negotiation or collection of negotiable instruments courts in transactions granting equitable remedies. Except as set forth in the ordinary course Schedule of business consistent with past practice); (f) Exceptions, no Consent of any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) Person is required under any Contract involving as a partnership, joint venture result of or other cooperative undertaking; (h) any Contract involving any restrictions in connection with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted execution and delivery by the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, Company or any acquisition of its Subsidiaries or disposition the performance by the Company or any of its Subsidiaries of its obligations hereunder or under any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time Other Agreements or the consummation by the other party Company or parties thereto would not have an Orion Material Adverse Effectany of its Subsidiaries of the transactions contemplated hereby or thereby.

Contracts. SCHEDULE 5.10 sets forth (a) Except for this Agreement and the Ancillary Agreements, and except as disclosed on Schedule 4.11, neither Company nor any of its Subsidiaries is a list party to or bound by any of all Contracts the following agreements (whether written or oral): (i) any partnership, joint venture, or other similar Contract or arrangement, or any Contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets, or otherwise); (ii) any Contract relating to Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) or any Contract, indenture, or other instrument that contains restrictions with respect to payment of any distribution in respect of the Capital Stock; (iii) any Contract that limits the freedom of the Company to market, sell, or otherwise distribute its products or provide its services in any geographic area, or to compete in any line of business or geographic area or with any Person; (iv) any Contract which limits sub-contracting; (v) any Contract which limits or restricts offshoring; (vi) any Contract including most-favored customer or nation, benchmarking or any other provision which resets the pricing therein; (vii) any Contract which contains limitations on assignment; (viii) any Contract or arrangement with (i) any of its Affiliates, (ii) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote by any of its Affiliates or (iii) any director or officer of Company or its Subsidiaries or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; (ix) any management service, consulting, or any other similar type of Contract; (x) material any warranty, guaranty, or other similar undertaking with respect to a contractual performance extended by the business Company or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreementits Subsidiaries; (bxi) any Contract with no limitation on the Company’s or any of its Subsidiaries’ liability thereunder; (xii) any Contract which does not exclude implied warranties; (xiii) any Contract which includes indemnities other than for confidentiality, intellectual property infringement, bodily injury and death, tax liability or compliance with applicable Laws; (xiv) any employment, deferred compensation, severance, bonus, retirement, or other similar Contract or plan; (xv) any Contract involving payments by or to the Company or any of its Subsidiaries of more than $25,000 in any consecutive 12-month period; (xvi) any Contract with any employeeagency, consultantdealer, advisorsales representative, officer or director distributor for the marketing, selling, and distribution of Orion Company’s or Merger Subany of its Subsidiaries’ products and services; (cxvii) any material license, franchise, or similar Contract; (xviii) any leases of Company Real Property; (xix) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiesthat would prevent consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, or any Contract to act as one the continued operation of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to Business after the date of this AgreementAgreement or the Closing Date on substantially the same basis as historically operated; andor (kxx) any other Contract not specified above made in the Ordinary Course that is otherwise material to the business Company or operations any of Orionits Subsidiaries. (b) Each Contract disclosed on Schedule 4.11 or any other schedule to this Agreement or required to be disclosed on Schedule 4.11 or any other schedule to this Agreement is a valid and binding Contract of the Company or such Subsidiary, taken as a wholeis in full force and effect (subject to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law governing specific performance, injunction relief and other equitable remedies), and neither the Company nor the applicable Subsidiary nor any of their respective Affiliates nor, to either Orion Partythe knowledge of the Company, any other party thereto, is in default or breach under the terms of any such Contract. To the Knowledge knowledge of the Orion PartiesCompany, Orion there is no event, occurrence, condition, or act (including the consummation of the transactions contemplated hereby, and assuming the satisfaction of all conditions to the parties’ respective conditions to Closing) that, with the giving of notice or the passage of time, would reasonably be expected to result in a default or event of default under any such Contract by any of the parties thereto. The Company has made available delivered to Target the Buyer true and complete copies of each document written Contract listed or required to be listed on SCHEDULE 5.10Schedule 4.11 and true and complete summaries of all oral Contracts. (c) Neither Company nor any of its Subsidiaries has received any written, and a written description or to the knowledge of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation the Company any oral, notice alleging breach of any Contracts listed on SCHEDULE 5.10 at Contract, terminating or threatening to terminate any time by the other party Contract or parties thereto would of an intent not have an Orion Material Adverse Effectto renew a Contract.

Contracts. SCHEDULE 5.10 (a) Section 4.11(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which the Company or any of the Orion Parties are its Subsidiaries is a party, party or by which either are bound the Company or to which any of its Subsidiaries or any of its or their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (ai) any collective bargaining agreementContracts for the purchase or lease of materials, supplies, goods, services, equipment or other assets requiring aggregate payments in excess of $100,000; (bii) Contracts for the sale by the Company or any Contract with any employeeof its Subsidiaries of materials, consultantsupplies, advisorgoods, officer or director of Orion or Merger Sub; (c) any Contract with a sales representativeservices, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency equipment or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; assets (dother than coal) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,00050,000; (eiii) Contracts requiring the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” or other minimum purchase requirements provisions; (iv) Contracts for the purchase, sale or transport of coal (collectively, the “Coal Supply Agreements”); (v) Contracts with coal brokers for the sale of coal; (vi) Contracts to supply or provide contract mining services and any other Contracts with coal mine operators or their Affiliates, directors, managers, officers, stockholders or partners; (vii) partnership, joint venture or similar Contracts; (viii) employment, severance, stay, bonus, termination, change in control, consulting or similar Contracts; (ix) Contracts containing covenants not to compete or other covenants restricting or purporting to restrict the right of the Company or any of its Subsidiaries or Affiliates to engage in any line of business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person, or granting any exclusive distribution rights, in any market, field or territory; (x) Contracts with the Seller or any Affiliate of the Seller, the Company or any of its Subsidiaries, other than Coal Supply Agreements; (xi) Notes, debentures, bonds, equipment trusts, letters of credit, loans or other Contracts for or evidencing Indebtedness or the lending of money including Bonds; (xii) Contracts (including keepwell agreements) under which (A) any Contract pursuant to which either Orion Person has directly or indirectly guaranteed Indebtedness or other Liabilities of the Company or any of its Subsidiaries or (B) the Company or any of its Subsidiaries has directly or indirectly guaranteed Indebtedness or other Liabilities of any Third Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except in each case other than endorsements for the negotiation or purpose of collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (fxiii) Contracts under which the Company or any indentureof its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit agreementor capital contribution to, loan agreementor other investment in, note, mortgage, security agreement, lease of real property or personal property or agreement for financingany Third Party; (gxiv) Contracts under which there is a continuing obligation to pay any Contract involving a partnership, joint venture “earn out” payment or other cooperative undertakingdeferred or contingent purchase price or any similar payment respecting the purchase of any business or assets; (hxv) any Contract involving any restrictions with respect Contracts that are material to the conduct of the business of the Company or its Subsidiaries as currently conducted (i) under which any geographical area of operations; Company Intellectual Property is licensed to any Third Party, or (ii) scope that constitute Intellectual Property licensed by the Company or type its Subsidiaries (excluding generally-commercially‑available off‑the‑shelf software programs that in each case has incurred license fees of business less than $2,500), identifying in each case whether such license is exclusive or non‑exclusive; (xvi) Contracts with any Governmental Entity with a value in excess of Orion $50,000, other than Permits; (xvii) Contracts other than the Leases, the Contractor Mining Agreements or Merger Sub;the Lafayette Agreements which require payment by the Company or its Subsidiaries of any royalties; and (xviii) Contracts that are otherwise material to the Mining Operations and not previously disclosed pursuant to this Section 4.11. The Contracts required to be listed on Section 4.11(a) of the Seller’s Disclosure Schedule are collectively referred to herein as the “Company Contracts.” The Seller has made available complete and accurate copies of each Company Contract (including all material amendments, modifications, extensions and renewals thereof and related notices relating thereto) to the Purchaser. (b) Except as set forth on Section 4.11(b) of the Seller’s Disclosure Schedule, (i) each Company Contract is in full force and effect and valid and enforceable in accordance with its terms, (ii) each of the Company and its Subsidiaries and, to the Knowledge of the Seller, all other parties thereto have complied with and are in compliance with the provisions of each Company Contract in all material respects, (iii) neither the Company nor any of its Subsidiaries is, nor to the Knowledge of the Seller, any other party thereto is, in material default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Company Contract, and neither the Company nor any of its Subsidiaries has given or received notice to or from any Person relating to any such alleged or potential default that has not been cured, and (iv) the Company Contracts are all of the Contracts that are material to or necessary for the conduct of the Company’s and its Subsidiaries’ businesses or the Mining Operations. (c) Except as disclosed in Section 4.11(c) of the Seller’s Disclosure Schedule: (i) neither the Company nor any power of attorney its Subsidiaries has received written notice from any party to a Coal Supply Agreement threatening to suspend shipments under such Coal Supply Agreement due to an alleged breach by the Company or agency agreement any of its Subsidiaries of such Coal Supply Agreement; (ii) there have been no whole or arrangement with partial assignments or other transfers of any Person of the Coal Supply Agreements or of any interest therein by the Company or any of its Subsidiaries; (iii) none of the parties to any of the Coal Supply Agreements has made any written claim to the Company or any of its Subsidiaries, either by contractually-required notice or otherwise, of the existence of any force majeure events, which materially affect or could materially affect future deliveries under such Coal Supply Agreement; (iv) no written claims have been made or, to the Knowledge of the Seller, threatened under any economic hardship or similar provisions of any of the Coal Supply Agreements; (v) there have been no written demands by any of the parties to any of the Coal Supply Agreements for adequate assurance of performance, whether made pursuant to which such Person is granted the authority to act for or on behalf terms of Orion or Merger Sub, the Coal Supply Agreements or pursuant to which Orion statutory or Merger Sub are granted the authority to act for or on behalf of any Personcommon law; (jvi) any Contract relating there are no pending or, to the Knowledge of the Seller, threatened material pricing disputes under the Coal Supply Agreements; (vii) no party to any corporate acquisition or disposition of Orion or Merger Subthe Coal Supply Agreements has currently suspended or, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date Knowledge of this Agreementthe Seller, threatened to suspend its performance of the terms and conditions of the applicable Coal Supply Agreement either under the terms of such Coal Supply Agreement or otherwise; (viii) none of the customers or sellers under any of the Coal Supply Agreements has sought to renegotiate, alter or terminate any of the terms of the Coal Supply Agreements by any means, including, but not limited to, litigation, arbitration, renegotiation under the terms of the Coal Supply Agreements or renegotiation outside of the terms of the Coal Supply Agreements; and (kix) neither the Company nor any Contract not specified above that of its Subsidiaries is otherwise material obligated to deliver any quantities of coal under any Coal Supply Agreement, the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion consideration for which has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectbeen pre-paid.

Contracts. SCHEDULE 5.10 sets forth a (a) Schedule 4.14(a) is an accurate and complete list of all the Contracts (other than any Contract relating to any Benefit Plan) of the following types to which the Seller or Marconi IP is a party, or by which either is bound, that relate primarily to, or are (x) material to the business operation or operations of Orionconduct of, taken as a whole, to either Orion Party; and (y) the Access Business or to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are Assets is subject, as applicable, including but not limited to the following types of Contracts: (ai) each Contract which requires, on an annual basis, a payment by any collective bargaining agreementparty in excess of, or a series of payments which in the aggregate exceed, $100,000 (as pertaining to the Access Business) or provides for the delivery of goods or performance of services, or any combination thereof, having a value in excess of $100,000 (as pertaining to the Access Business); (bii) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any each Contract with a sales representative, manufacturer’s 's representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing distribution or promotional activities, or any Contract to act as in one of the foregoing specified capacities on behalf of any Person; (diii) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) the Seller or Marconi IP has made or will make any loans or advances; (ii) has or will have incurred debts, or has incurred, or is obligated to incur, indebtedness for borrowed money or has become a guarantor or surety, surety or pledged its credit on; for or (iii) has or will have otherwise become responsible with respect to any undertaking of another Person ("Guarantees") (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent business) or any Contract granting a Lien upon any Assets other than Permitted Liens; (iv) each Contract with past practicesuppliers (including purchase orders) which has a commitment of more than $100,000 on an annual basis; (v) each covenant not to compete or other covenant of the Seller or any of its Affiliates restricting the development, manufacture, marketing or distribution of the products and services of the Access Business; (vi) each material Contract with any Affiliate of the Seller (the "Affiliate Contracts"); (fvii) each Contract with any indentureofficer, credit agreement, loan agreement, note, mortgage, security agreement, lease director or employee of real property the Seller or personal property or agreement for financingany of its Affiliates (other than employment agreements and "at will" arrangements); (gviii) each lease, sublease or similar Contract with any Person under which the Seller is a lessor or sublessor of, or makes available for use to any Person, (A) any Contract involving a partnership, joint venture Assets or other cooperative undertaking(B) any portion of the Bedford Facility; (hix) each license, sublicense, option or other Contract relating, in whole or in part, to any Transferred Intellectual Property (including any license or other Contract under which the Seller or any of its Affiliates granted the right to use any Transferred Intellectual Property); (x) each confidentiality agreement (other than (A) any confidentiality agreement entered into in the ordinary course of business with a Person who (together with such Person's Affiliates) does not compete in any manner with the Access Business and (B) any confidentiality agreement entered into in connection with the sale of the Access Business); (xi) each Contract involving with a customer (including sales order) that involves an obligation of the Seller to deliver products and services for payment of or having a fair market value of more than $100,000; (xii) each Contract (A) for the sale of any restrictions Asset (other than inventory sales in the ordinary course of business), (B) for the grant of any preferential rights to purchase any Asset (other than inventory in the ordinary course of business) or (C) for the grant of any exclusive right to use any Asset; (xiii) each Contract with respect any Governmental Authority; (xiv) each Group Contract; (xv) each Contract for any joint venture, partnership or similar arrangement; and (xvi) each written Contract other than as set forth above to which the Parent, the Seller or Marconi IP is a party or by which it or any of its assets or business is bound or subject that is material to the Access Business. (b) Except as set forth in Schedule 4.14(b), neither the Seller nor Marconi IP nor any Affiliate of the Seller or Marconi IP (as applicable) has since January 1, 2001 (with or without the lapse of time or the giving of notice, or both) materially breached the provisions of, or is in material default under, the terms of (i) any geographical area Contract listed on Schedule 4.14(a) that is a Purchased Contract or is material to the operation of operations; the Access Business or (ii) scope or type any Material Personal Property Lease (collectively, the "Material Contracts"), and, to the Seller's knowledge, no other party to any Material Contract is in material breach of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Subprovisions of, or pursuant is in material default under the terms of, any Material Contract. Except as set forth in Schedule 4.14(b), all Material Contracts are valid, binding and in full force and effect and are enforceable against the Seller or Marconi IP (as applicable) and, to which Orion or Merger Sub are granted Seller's knowledge, the authority other party thereto, in accordance with their terms, subject to act for or on behalf the Enforceability Limitations. Neither the Seller nor Marconi IP nor any of their respective Affiliates has received any written notice of the intention of any Person; (j) party to terminate any Contract relating to any corporate acquisition Material Contract. Complete and correct copies of all Material Contracts have been delivered or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true the Purchaser by the Seller, except as set forth in Schedule 4.10(b) or Schedule 4.14(a) (it being understood and complete copies agreed that certain pricing and product information related to the Other Businesses contained in the Material Contracts has not been made available or delivered to the Purchaser). (c) Schedule 4.14(c) sets forth each Material Contract with respect to which the Consent of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion must be obtained by virtue of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or under the Related Agreements to avoid the invalidity of the transfer of such Material Adverse EffectContract, the termination thereof, a breach, violation or default thereunder or any other change or modification to the terms thereof.

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreement; Schedule 3.11(a) is a correct and complete list (bby reference to the applicable subsection hereof) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one each of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant following Contracts to which either Orion Party the Company is a party following completion of the Restructuring (the “Material Contracts”): (i) has made each continuing Contract for the purchase of goods or will make any loans or advances; (ii) has or will have incurred debtsthe supply of services that requires the Company, or become a guarantor is reasonably likely to result in the Company being obligated, to pay an annual amount of $50,000 or suretymore in the aggregate after the Agreement Date (excluding Contracts with publishers), or pledged its credit on; that entitles the Company to receive an annual amount of $50,000 or (iii) has more in the aggregate after the Agreement Date, excluding insertion orders entered into by the Company with advertisers or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions marketers in the ordinary course of business, (ii) all Contracts that restrict the Company or any of its Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person, (iii) all Contracts pursuant to which the Company has acquired or disposed of, or is obligated to acquire or dispose of, a business or an entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise, and as to which the Company has continuing material obligations or material rights, (iv) all Contracts concerning joint venture or partnership agreements, or the sharing of profits, (v) all Contracts whereby the Company leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”), (vi) all Contracts with respect to Indebtedness, (vii) all Contracts with any Governmental Authority, (viii) all Contracts listed on Schedule 3.10(b)(i), (ix) all Contracts listed on Schedule 3.10(b)(ii), (x) all Contracts that contain any “most-favored nation” pricing or similar pricing terms or provisions regarding minimum volumes, or rebates, excluding any Contracts with such provisions that are for the benefit of Company, (xi) any collective bargaining agreements, (xii) all Contracts with respect to the employment of any individual on a full-time, part-time, consulting, or other basis involving annual payments of more than $100,000 and that, in each case, is not immediately terminable by the Company without cost or Liability, (xiii) each Contract with any publisher that resulted in the payment by the Company to such publisher of an amount of $50,000 or more in the aggregate during the twelve month period ended December 31, 2013, and (xiv) all Contracts not made in the ordinary course of the Business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub practice and that are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of OrionBusiness. (b) Except as set forth on Schedule 3.11(b), taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true correct and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any the Material Contracts listed on SCHEDULE 5.10 at Schedule 3.11(a), together with all modifications and amendments thereto, have previously been delivered or made available to Buyer. Except as set forth on Schedule 3.11(b), each of the Material Contracts is in full force and effect, is valid and enforceable in accordance with its terms, and is not subject to any time claims, charges, set-offs or defenses in connection with the enforcement by the Company of any rights thereunder. Except as set forth on Schedule 3.11(b), the Company is not in material default under, nor has any event occurred which with the giving of notice or the passage of time or both would constitute a material default by the Company under, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from any material obligation under, any Material Contract and, to the knowledge of the Company, no other party is in material default, and no event has occurred which with the giving of notice or parties the passage of time or both would constitute a material default by any other party, or which would give rise to any right of notice, modification, acceleration, payment, cancellation or termination of or by the Company under, or in any manner release any party thereto would not have an Orion from any obligation under, any such Material Adverse EffectContract. Except as set forth on Schedule 3.11(b), neither Seller nor the Company has been notified in writing by any counterparty to any Material Contract that such counterparty is terminating or intends to terminate such Contract.

Contracts. SCHEDULE 5.10 sets forth (a) For purposes of this Agreement, each of the following shall be deemed to constitute a list “Significant Contract”: (i) any Contract that would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of all Contracts that Regulation S-K under the Securities Act; (ii) any Contract (other than Company Employment Agreements) relating to the provision of services to the Acquired Corporations, which services are (x) material to the business or operations of Orionthe Acquired Corporations, taken as a whole, ; (iii) any material Contract relating to either Orion Party; and (y) to which the lease or sublease by any of the Orion Parties are a party, by which either are bound or to which Acquired Corporations of any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreementreal property; (biv) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Subthe Acquired Corporations’ top 20 customers; (cv) any Contract with that would reasonably be expected to have a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiesmaterial effect on the ability of the Company to perform any of its obligations under this Agreement, or to consummate the Merger or any Contract to act as one of the foregoing on behalf of any Personother Contemplated Transactions; (dvi) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; Contract: (eA) any Contract pursuant to which either Orion Party (i) has made or any Acquired Corporation will make acquire any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit onreal property; or (iiiB) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiarybusiness containing any profit sharing arrangements or “earn-out” arrangements, divisionindemnification obligations of any Acquired Corporation or other contingent payment obligations; (vii) any Contract that is material to the Acquired Corporations taken as a whole; (viii) any other Contract identified in Part 2.10 of the Company Disclosure Schedule (which shall include each Contract imposing any restriction on the right or ability of any Acquired Corporation: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to develop, line of sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (D) to perform services for any other Person; or (E) to transact business or real propertywith any other Person, in each case during the five years prior case, which is material to the date Acquired Corporations taken as a whole); (ix) any Contract that evidences or is the primary document under which there arises indebtedness of this Agreementthe Company or any Company Subsidiary (other than agreements with or among direct or indirect wholly owned Company Subsidiaries) in excess of $20,000,000; and (kx) any Contract listed in Part 2.9(a)(ii) of the Company Disclosure Schedule. The Company has Made Available to Parent an accurate and complete copy of each Company Contract that constitutes a Significant Contract, other than those specified in Section 2.10(a)(x). (b) Each Company Contract that constitutes a Significant Contract is: (i) valid and in full force and effect; and (ii) is enforceable in accordance with its terms, subject to: (A) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies, except, in the case of clauses “(i)” and “(ii)” of this sentence, as would not specified above that is otherwise material have and would not reasonably be expected to have or result, individually or in the business aggregate, in a Company Material Adverse Effect. (c) Except as set forth in Part 2.10(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has violated or operations of Orionbreached, taken as a wholeor committed any default under, any Company Contract; (ii) to either Orion Party. To the Knowledge of the Orion PartiesCompany, Orion no other Person has made available violated or breached, or committed any default under, any Significant Contract; (iii) to Target true and complete copies the Knowledge of each document listed on SCHEDULE 5.10the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to: (A) result in a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation violation or breach of any Contracts listed on SCHEDULE 5.10 at of the provisions of any time by Significant Contract; (B) give any Person the right to declare a default under any Significant Contract; (C) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Significant Contract; (D) give any Person the right to accelerate the maturity or performance of any Significant Contract; or (E) give any Person the right to cancel, terminate or modify any Significant Contract, and (iv) since January 1, 2010, none of the Acquired Corporations has received any written notice or other party communication regarding any actual or parties thereto possible violation or breach of, or default under, any Significant Contract except, in the case of clauses “(i)” through “(iv)” of this sentence, as would not have an Orion and would not reasonably be expected to have or result, individually or in the aggregate, in a Company Material Adverse Effect.

Contracts. SCHEDULE 5.10 (a) Section 4.03 of the Disclosure Schedules sets forth a true and complete list of all Contracts that are of the following types (x) material to the business which Seller is a party or operations of Orion, taken as a whole, to either Orion Party; by which it is bound and (y) which are used or held for use in, or relate to, in whole or in part, the Business, or to which any of the Orion Parties are Purchased Assets is subject (each such Contract, a party“Material Contract”): (i) any Contract of any kind with any director, by which either are bound officer, or to which employee of Seller or any of their respective assets its Affiliates, and any Assigned Contract or properties are subject, as applicable, including but not limited to the following types arrangement of Contracts: (a) any collective bargaining agreementkind with any Affiliate of Seller; (bii) any Contract with any employee, consultant, advisor, officer that involves performance of services or director delivery of Orion goods or Merger Submaterials by or to Seller of an amount or value in excess of $75,000; (ciii) any Contract providing for capital expenditures after the Effective Date in an amount in excess of $150,000 individually or in the aggregate; (iv) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract pursuant to act which Seller acts as one any of the foregoing on behalf of any Person; (dv) any Contract which involves affecting the payment ownership of, leasing of, title to, use of or receipt of cash any material leasehold or other interest in any material real property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (evi) any Contract that contains a lease, sublease or other contractual arrangement under which Seller is lessee of any equipment or other tangible property, other than Contracts that may be terminated on thirty (30) days or less notice (without penalty or premium) or involve payments of less than $75,000 in any year; (vii) except with respect to the Pipeline Loans, any Contract pursuant to which either Orion Party (i) Seller has made or will make any loans or advances; (ii) , or has or will have incurred debts, debts or become a guarantor or surety, surety or pledged its credit on; on or (iii) has or will have otherwise become responsible with respect to any undertaking Liability of another Person (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practicebusiness); (fviii) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financingContract relating to material Indebtedness; (gix) any Contract involving a partnership, joint venture or any other cooperative undertakingundertaking involving a sharing of profits, losses, costs or liabilities between or among Seller and any other Person; (hx) any Contract involving that (A) materially limits the freedom of Seller to engage in any restrictions line of business or to compete with respect to (i) any geographical area of operationsother Person; or (iiB) scope restrains, restricts, limits or type impedes the ability of Seller to compete with or conduct any business or line of business of Orion or Merger Subin any geographic area; (ixi) any Contract that is or contains a power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger SubSeller, or pursuant to which Orion or Merger Sub are Seller is granted the authority to act for or on behalf of any Person; (jxii) any Contract Contract, whether or not fully performed, relating to any corporate acquisition or disposition of Orion any stock of, or Merger Subany material portion of the assets of, Seller or any other Person, or any acquisition or disposition of any subsidiary, division, division or line of business of Seller or any other Person; (xiii) any Contract pursuant to which Seller has the right or obligation to sell to any Person any Mortgage Loan; (xiv) any Contract to which any In-Scope Employee is bound which in any manner purports to restrict such In-Scope Employee’s freedom to engage in any line of business or real propertyto compete with any other Person; (xv) any Contract that grants to Seller a license or sublicense in any material Intellectual Property (other than for the use of commercially available, non-customized software); (xvi) any Contract under which Seller grants to any third party a license in each case during the five years prior to the date of this Agreementany material Intellectual Property; and (kxvii) any other Contract not specified above that necessary to operate the Business. (b) To Seller’s Knowledge, each Assigned Contract is otherwise material to binding against the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true other parties thereto in accordance with its respective terms and complete copies of each document listed on SCHEDULE 5.10(assuming due power and authority of, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by due execution and delivery by, the other party or parties thereto) is valid and binding on Seller in accordance with its terms (except as may be limited by Laws applicable to receivership, bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies or by general principles of equity) and is in full force and effect. Neither Seller or, to Seller’s Knowledge, any other party thereto is in material breach of or default under (or is alleged to be in breach of or default under), or has provided or received any written notice of any intention to terminate, any Assigned Contract. No event or circumstance has occurred with respect to Seller that, with or without notice or lapse of time or both, would not have constitute an Orion Material Adverse Effectevent of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder. To Seller’s Knowledge, no event or circumstance has occurred with respect to any other party thereto that, with or without notice or lapse of time or both, would constitute an event of default under any Assigned Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of benefit thereunder.

Contracts. SCHEDULE 5.10 sets Except: (i) with respect to contracts or agreements with the Purchaser or the Purchaser's Subsidiaries, or (ii) as set forth a list of all Contracts that are (x) material on Schedule 3.11 annexed hereto, to the business knowledge of Xxxxx and Suozzi, the Company is not a party to or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, bound by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsany: (a) contract or agreement involving amounts payable to the Company during any collective bargaining agreement12-month period that will aggregate $100,000 or more; (b) management, consultant or employment contract under which there are amounts payable by the Company during any Contract with any employee, consultant, advisor, officer 12-month period that will aggregate $75,000 or director of Orion or Merger Submore; (c) contract obligating the Company to make severance or similar payments to any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency employee or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one officer of the foregoing on behalf Company upon termination of employment or to make payments to any Personofficer or employee of the Company in excess of the officer's or employee's regular salary and reimbursement of ordinary business expenses; (d) contract or agreement with any Contract distributor, dealer or sales representative that is not cancelable without liability to the Company on a maximum of thirty (30) days notice and under which involves there are amounts payable by the payment Company during any 12-month period that will aggregate $100,000 or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000more; (e) contract or agreement of any Contract pursuant nature whatsoever between the Company, on the one hand, and any past or present director or officer of the Company or any of its Affiliates, on the other hand; (f) contract or agreement relating to any loan, factoring or credit line; (g) lease of Real Property other than those described on Schedule 3.12 annexed hereto; (h) lease of Tangible Property under which either Orion Party the Company is a lessor or lessee involving payments by or to the Company in excess of $100,000 in any 12-month period; (i) has made purchase commitments, requirements or similar contracts (or series of related purchase commitments, requirements or similar contracts) involving amounts payable by the Company during any 12-month period that will make any loans aggregate $100,000 or advances; more; (iij) has outstanding guaranty, subordination or will have incurred debtsother similar type of agreement, whether or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions not entered into in the ordinary course of business consistent with past practice)business; (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) material contract concerning non-competition; (l) material contract concerning confidentiality, except in the ordinary course of business; (m) joint venture, partnership, cooperative arrangement or any Contract not specified above other contract involving a sharing of profits; (n) material contract with any Governmental Authority (including any conciliation agreement, consent decree or letter of commitment); or (o) proposed arrangement or contract which the Company reasonably believes to be near consummation and of a type that is otherwise material to the business or operations of Orion, taken as if entered into would be a whole, to either Orion Partycontract described in subsections (a) through (n) above. To the Knowledge of the Orion Parties, Orion has made available to Target true Accurate and complete copies of each document such documents have been delivered by the Company and/or Xxxxx or Xxxxxx to the Purchaser or made available to the Purchaser at the Company's offices. To the knowledge of Xxxxx and Suozzi, each material contract to which the Company is a party is in full force and effect and is enforceable by the Company in accordance with its terms against all other parties thereto, subject as to enforceability to bankruptcy, insolvency and similar laws affecting creditors' rights generally. To the knowledge of Xxxxx and Xxxxxx, the Company has not received any notice of a default under any such contract listed on SCHEDULE 5.10Schedule 3.11 or Schedule 3.12 annexed hereto and, to the knowledge of Xxxxx and Suozzi, no event or condition has happened or presently exists which constitutes a written description default or, after notice or lapse of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of time or both, would constitute a default under any Contracts such contract listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectSchedule 3.11 annexed hereto.

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) Schedule 6.14(a) (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Assumed Contracts (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any collective bargaining agreementterms thereof, have been delivered to Acquiror prior to, or will be delivered to Acquiror immediately following, the execution of this Agreement): (i) all Assumed Contracts providing for a commitment of employment or consultation services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such an Assumed Contract and the expiration date of each such Assumed Contract, other than Assumed Contracts as to which the Acquiror will not be required to make payments after the Closing exceeding $25,000 as to any Assumed Contract or $250,000 as to all the excluded Assumed Contracts; (bii) any Contract all Assumed Contracts with any employee, consultant, advisor, officer Person containing any provision or director covenant that will prohibit or limit the ability of Orion Acquiror to engage in any business activity or Merger Subcompete with any Person or will prohibit or limit the ability of any Person to compete with Acquiror; (ciii) any Contract with a sales representativeall partnership, manufacturer’s representativejoint venture, distributor, dealer, broker, sales agency, advertising agency shareholders’ or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of similar Assumed Contracts with any Person; (div) any Contract which involves the payment or receipt all Assumed Contracts relating to Indebtedness of cash or other property, an unperformed commitment or goods or services, in each case having a value Transferor in excess of $10,00050,000; (ev) all collective bargaining or similar labor Assumed Contracts; (vi) all Assumed Contracts that will (A) limit or contain restrictions on the ability of Acquiror to incur Indebtedness, to incur or suffer to exist any Contract pursuant Lien, to purchase or sell any Assets and Properties, to change the lines of business in which either Orion Party it participates or engages or to engage in any Business Combination or (B) require Acquiror to maintain specified financial ratios or levels of net worth or other indicia of financial condition; (vii) all Assumed Contracts between Transferor on the one hand and any of Transferor or Transferor’s Affiliates or any employees of Transferor on the other hand (other than Benefit Plans and employment contracts already disclosed in Schedule 6.14(a) and described in (i) has made above); (viii) all other Assumed Contracts, other than Mortgage Notes or will make any loans Mortgage Loan agreements acquired or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions entered into by Transferor in the ordinary course of business consistent with past practice); practice or Agency Contracts, that (fA) any indentureinvolve the payment or potential payment, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf terms of any Person; such Assumed Contract, by or to Acquiror after the Closing of more than $25,000 and (jB) cannot be terminated by Acquiror after the Closing within thirty (30) calendar days after giving notice of termination without resulting in any Contract relating material cost or penalty to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this AgreementAcquiror; and (kix) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, extent not otherwise covered by clauses (i) to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10(viii) above, and except for Assumed Contracts related to the actual assignment and sale of individual loans made by Transferor to Mortgagors in the ordinary course of business in accordance with past practices, all Agency Contracts, all Servicing Agreements and all other Assumed Contracts pursuant to which Transferor originates, sells or services Mortgage Loans. (b) Except as to Assumed Contracts the termination of which, or the liability for breach of which would not reasonably be expected to have a written description Material Adverse Effect either individually or in the aggregate, each Assumed Contract required to be disclosed in Schedule 6.14(a) is in full force and effect and constitutes a legal, valid and binding agreement, enforceable against Transferor to the extent a party thereto in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, recharacterization or other similar Laws affecting creditor’s rights generally and by general equitable principles (regardless of each oral arrangement so listed whether considered in a proceeding in equity or at law); and except as disclosed in Schedule 6.14(b), (i) Transferor is contained on SCHEDULE 5.10. The cancellation not in violation or breach of or default under any Contracts listed on SCHEDULE 5.10 at such Assumed Contract (and with notice or lapse of time or both, would not be in violation or breach of or default under any time by the such Assumed Contract), (ii) Transferor has not received notice that any other party to an Assumed Contract claims that such Assumed Contract is not its legal, valid and binding obligation or is unenforceable against such other party or parties thereto would not have an Orion Material Adverse Effectthat Transferor is in default under such Assumed Contract, and (iii) other than the Assumed Contracts, there are no other Contracts to which Transferor is a party or by which any of its Assets and Properties is bound.

Contracts. SCHEDULE 5.10 Section 4.13 of the Company Disclosure Schedules sets forth a complete and accurate list of all of the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any Company Entity is a party or by which it is bound as of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of date hereof (such Contracts being “Material Contracts:”): (a) Contracts for the sale of any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf assets of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having Company Entity with a value in excess of $10,000250,000 individually or $500,000 in the aggregate, other than in the ordinary course of business, or for the grant to any Person of any preferential rights to purchase any of such assets other than in the ordinary course of business; (b) Contracts for joint ventures, partnerships or sharing of profits; (c) Contracts containing covenants not to compete in any line of business or with any Person in any geographical area; (d) Contracts containing covenants not to solicit or hire any Person with respect to employment, except for any such Contracts entered into in the ordinary course with suppliers; (e) Contracts entered into during the past three (3) years relating to the acquisition or disposition (by merger, purchase of stock or assets or otherwise) by any Contract pursuant to which either Orion Party Company Entity of any business or a material amount of stock or assets of any other Person; (if) has made Contracts evidencing Indebtedness in excess of $500,000 (whether incurred, assumed, guaranteed or will make secured by any loans or advances; asset); (iig) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments standard indemnification provisions in transactions Contracts entered in the ordinary course of business consistent with past practice); (f) any indenturebusiness, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving under which any Company Entity is required to provide continuing indemnification or a partnershipguarantee of obligations of any Person (other than any other Company Entity) or the assumption of any Tax, joint venture environmental or other cooperative undertakingLiability of any Person; (h) any Contract involving under which any restrictions with respect Company Entity has advanced or loaned any amount to (i) any geographical area of operations; its managers, directors or (ii) scope executive officers and such advance or type of business of Orion or Merger Subloan remains outstanding; (i) any power Contract between any Company Entity, on the one hand, and any of attorney their respective managers, directors or agency agreement or arrangement with any Person pursuant to which such Person is granted executive officers, on the authority to act for or on behalf of Orion or Merger Subother hand, or pursuant to which Orion or Merger Sub are granted other than the authority to act for or on behalf of any PersonEmployment Contracts; (j) the Employment Contracts; (k) collective bargaining agreements or Contracts; (l) Contracts with suppliers of any Company Entity that involve contractual commitments by a Company Entity to make annual payments in excess of $250,000 per year and that cannot be canceled by a Company Entity without penalty or without more than thirty (30) days’ notice; (m) other than agreements with third-party paying agents that are owned by a Governmental Authority, any Contract relating with a Governmental Authority in excess of $100,000; (n) any Contract under which any Company Entity is obligated to make any corporate acquisition capital commitment or disposition expenditure in excess of Orion $250,000 in any twelve month period; (o) Contracts with each of the Top Paying Agents and the Top Depository Institutions; (p) Any Contract with a bank or Merger Sub, other provider of transaction processing or any acquisition settlement services for the funding of transfers initiated through services provided by the Company or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreementits Subsidiaries; and (kq) any other Contracts (other than those listed in clauses (a) through (p) of this Section 4.14 and other than the Employment Contracts) (A) that involve aggregate consideration in excess of $250,000 per year, and (B) that cannot be canceled by the Company without penalty or without more than 30 days’ notice. Except as set forth in Section 4.13 of the Company Disclosure Schedules, each Material Contract not specified above that is otherwise material valid, binding and enforceable on the applicable Company Entity in accordance with its terms and, to the business Company’s Knowledge, each other party thereto (assuming the valid execution by such party), and is in full force and effect, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or operations of Orionsimilar Laws relating to or affecting creditors’ rights generally and subject, taken as a wholeto enforceability, to either Orion Partythe effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). No Company Entity, nor to the Company’s Knowledge, any other party thereto is in breach of or default under in any material respect, or has provided or received any written notice of any intention to terminate, any Material Contract. To the Knowledge Company’s Knowledge, as of the Orion Partiesdate hereof, Orion no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default in any material respect under any Material Contract by the Company Entity party thereto. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto) have been made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectParent.

Contracts. SCHEDULE 5.10 sets (a) Section 2.18(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all Contracts that are (x) material amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Investor prior to the business or operations execution of Orion, taken as a wholethis Agreement), to either Orion Party; and (y) to which the Company or any of the Orion Parties are Subsidiary is a party, party or by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of ContractsAssets and Properties is bound: (aA) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultant services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any collective bargaining agreement; written or unwritten representations, commitments, promises, communications or courses of conduct involving an obligation of the Company or any Subsidiary to make payments (bwith or without notice, passage of time or both) to any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiesconnection with, or any Contract to act as one a consequence of, the transactions contemplated hereby (including the exercise of the foregoing on behalf Warrants) or by the Operative Agreements or to any employee who is disclosed in Section 2.22(a) of any Person; (d) any Contract which involves the payment or receipt of cash or Disclosure Schedule, other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible than with respect to any undertaking of another (except for the negotiation salary or collection of negotiable instruments in transactions incentive compensation payments in the ordinary course of business consistent with past practice); (fii) all Contracts with any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease Person containing any provision or covenant prohibiting or limiting the ability of real property the Company or personal property any Subsidiary to engage in any business activity or agreement for financingcompete with any Person or prohibiting or limiting the ability of any Person to compete with the Company or any Subsidiary or prohibiting or limiting disclosure of confidential or proprietary information; (giii) any Contract involving a all partnership, joint venture venture, shareholders' or other cooperative undertaking; (h) any Contract involving any restrictions similar Contracts with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (jiv) all Contracts relating to Indebtedness of the Company or any Subsidiary; (v) all Contracts (A) with independent contractors, distributors, dealers, manufacturers' representatives, sales agencies or franchisees, (B) with aggregators, manufacturers and equipment vendors, and (C) with respect to the sale of services, products or both, to customers; (vi) all guarantees of any Indebtedness or other obligations of the Company, any Subsidiary or any third Person; (vii) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties, other than dispositions or acquisitions in the ordinary course of business consistent with past practice and the provisions of this Agreement and the Operative Agreements, and (B) any Contract relating to any corporate acquisition Business Combination; (viii) all executory Contracts between or disposition of Orion or Merger Sub, among the Company or any acquisition Subsidiary, on the one hand, and any current or disposition former officer, director, stockholder, manager, member, Affiliate or Associate of the Company or any Subsidiary or any Associate of any subsidiarysuch officer, divisiondirector, line stockholder or Affiliate (other than the Company or any Subsidiary), on the other hand, other than contracts disclosed pursuant to Section 2.18(a)(i); (ix) all collective bargaining or similar labor Contracts; (x) all Contracts that (A) limit or contain restrictions on the ability of the Company or any Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or real propertyengages or to engage in any Business Combination, (B) require the Company or any Subsidiary to maintain specified financial ratios or levels of net worth or other indicia of financial condition or (C) require the Company or any Subsidiary to maintain insurance in each case during the five years prior to the date certain amounts or with certain coverages; (xi) all powers of this Agreementattorney and comparable delegations of authority; (xii) all Company Management Agreements and Third Party Management Agreements; and (kxiii) any Contract all other Contracts not specified above that is otherwise required to be disclosed in Section 2.18(a) of the Disclosure Schedule which are material to the business Business or operations Condition of Orionthe Company. (b) Each Contract required to be disclosed in Section 2.18(a) of the Disclosure Schedule, taken including each Company Management Agreement and each Third Party Management Agreement is in full force and effect (except for breaches and defaults of which neither the Company nor any Subsidiary has any knowledge) and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of each party thereto; and, except as a wholedisclosed in Section 2.18(b) of the Disclosure Schedule, neither the Company, any Subsidiary nor, to either Orion Party. To the Knowledge knowledge of the Orion PartiesCompany and the Subsidiaries, Orion any other party to such Contract is, nor has made available to Target true and complete copies received notice that it is, in violation or breach of each document listed on SCHEDULE 5.10or default under any such Contract (or with notice or lapse of time or both, and a written description would be in violation or breach of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation or default under any such Contract). (c) Neither the Company nor any Subsidiary has knowledge of any Contracts listed on SCHEDULE 5.10 at Contract to which either is a party that could give rise to a material Loss to the Company or any time Subsidiary by reason of the pricing terms or any other party or parties thereto would not have an Orion Material Adverse Effectterms contained therein.

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) Except as set forth on Schedule 3.11, LTC is neither a party to, nor bound by, any collective bargaining material lease, agreement, contract, commitment or other legally binding contractual right or obligation (whether written or oral) that is of a type described below (collectively, "Contracts"): (i) any lease (whether of real or personal property); (bii) any Contract with any employeeagreement for the purchase of materials, consultantsupplies, advisorgoods, officer services, equipment or director of Orion or Merger Subother assets; (ciii) any Contract with a sales representativesales, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency distribution or other Person engaged in salessimilar agreement providing for the sale by LTC of materials, distributing supplies, goods, services, equipment or promotional activities, or any Contract to act as one of the foregoing on behalf of any Personother assets; (div) any Contract which involves the payment or receipt of cash partnership, joint venture or other property, an unperformed commitment similar agreement or goods or services, in each case having a value in excess of $10,000arrangement; (ev) any Contract pursuant to which either Orion Party any third party has rights to own or use any material asset of LTC, including, without limitation, any Intellectual Property Right of LTC; (ivi) has made any agreement relating to the acquisition or will make disposition of any loans business (whether by merger, sale of stock, sale of assets or advances; (iiotherwise) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect granting to any undertaking Person a right of another first refusal, first offer or other right to purchase any of LTC's assets; (except for the negotiation vii) any agreement relating to Indebtedness (in any case, whether incurred, assumed, guaranteed or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practicesecured by any asset); (fviii) any indenturelicense, credit franchise or similar agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (gix) any agency, dealer, sales representative, marketing or other similar agreement; (x) any Contract involving a partnership, joint venture that may not be terminated by LTC without payment of penalty or other cooperative undertakingon 90 days' or less prior notice; (hxi) any Contract involving agreement that limits the freedom of LTC to compete in any restrictions line of business, geographic area or with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (jxii) any Contract relating agreement with (A) any stockholder of LTC or any other Affiliate of LTC, or (B) any director or officer of LTC or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; (xiii) any management service, consulting or any other similar type of agreement; (xiv) any warranty, guaranty or other similar undertaking with respect to any corporate acquisition product or disposition of Orion contractual performance (or Merger Sub, or any acquisition or disposition LTC's standard forms of any subsidiaryof the foregoing) or agreement to indemnify any Person; (xv) any employment, divisiondeferred compensation, line severance, bonus, retirement or other similar agreement or plan in effect as of business the date hereof entered into or real propertyadopted by LTC; (xvi) any other agreement, commitment, arrangement or plan not made in each case during the five years prior Ordinary Course of Business of LTC that is material to LTC. (b) Each Contract disclosed in or required to be disclosed in Schedule 3.11 is a valid and binding agreement of LTC and, to the date knowledge of this Agreement; and (k) any Contract not specified above that is otherwise material LTC, each other party thereto, enforceable in accordance with its respective terms, except to the business or operations extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of Orion, taken as a wholecreditors' rights generally and by general equitable principles. Neither LTC nor, to either Orion Partythe knowledge of LTC, any other party to any such Contract is in default or breach (with or without due notice or lapse of time or both) in any material respect under the terms of any such Contract. To the Knowledge knowledge of LTC, there is no event, occurrence, condition or act which, with the Orion Partiesgiving of notice or the passage of time or both, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation or the happening of any Contracts listed on SCHEDULE 5.10 at other event or condition, would reasonably be expected to become a material default or breach or event of default under any time by the other party or parties thereto would not have an Orion Material Adverse Effectsuch Contract.

Contracts. SCHEDULE 5.10 sets forth a list Section 3.12 of the VCI Disclosure Schedule lists all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) written agreements to which VCI or any of the Orion Parties are its Subsidiaries is a party, party or by which either are bound or to which any of their respective assets or properties are subject, as applicableit is bound, including but not limited to the following types of Contractsto: (a) any collective bargaining agreementwritten arrangement for the provision of products or services to customers or other third parties; (b) any Contract with any employeewritten arrangement for the purchase of raw materials, consultantcommodities, advisorsupplies, officer products or director other personal property or for the receipt of Orion consulting or Merger Subother services; (c) any Contract with written arrangement establishing a sales representativepartnership, manufacturer’s representativejoint venture development, distributor, dealer, broker, sales agency, advertising agency marketing or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Persondistribution arrangement; (d) any Contract written arrangement under which involves the payment it has created, incurred, assumed, or receipt 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 cash its assets, tangible or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000intangible; (e) any Contract pursuant to which either Orion Party written arrangement concerning confidentiality or noncompetition (i) has made other than standard confidentiality agreements with employees, consultants or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practicedirectors); (f) any indenture, credit written agreement, loan agreement, note, mortgage, security agreement, lease of real property contract or personal property commitment that calls for fixed and/or contingent payments or agreement for financingexpenditures (including without limitation any advertising or revenue sharing arrangement); (g) any Contract involving a partnershipwritten outstanding sales or advertising contract, joint venture commitment or proposal (including, without limitation, insertion orders, slotting agreements or other cooperative undertaking;agreements under which VCI or any of its Subsidiaries has allowed third parties to advertise on or otherwise be included in World Wide Web sites of VCI or any of its Subsidiaries) (h) any Contract involving any restrictions written agreements, contracts or commitments with respect to (i) any geographical area of operations; officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or (ii) scope dealers that are not cancelable "at will" and without liability, penalty or type of business of Orion or Merger Sub;premium. (i) any power of attorney written employment, independent contractor or agency agreement similar agreement, contract or arrangement with any Person pursuant to which such Person commitment that is granted the authority to act for not terminable on thirty (30) days' notice or on behalf of Orion less without penalty, liability or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf premium of any Person;type, including, without limitation, severance or termination pay. (j) any Contract relating written arrangement involving any VCI shareholders or their Affiliates. Neither VCI nor any of its Subsidiaries is a party to any corporate acquisition oral contract, agreement or disposition other arrangement which, if reduced to written form, would be required to be listed in Section 3.12 of Orion the VCI Disclosure Schedule. All of the agreements listed in the VCI Disclosure Schedule to which VCI or Merger Subany of its Subsidiaries is a party are valid, binding, in full force and effect and enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefor may be brought (whether at law or in equity). Except as set forth in Section 3.12 of the VCI Disclosure Schedule, no such contract contains any liquidated damages, penalty or similar provision. To VCI's knowledge, no party to any such contract intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Except as set forth in Section 3.12 of the VCI Disclosure Schedule, neither VCI nor any of its Subsidiaries is in default under or in breach or violation of, nor, to VCI's knowledge, is there any valid basis for any claim of default by VCI or any of its Subsidiaries under, or breach or violation by VCI or any acquisition or disposition of its Subsidiaries of, any material provision of any subsidiary, division, line contract listed on the VCI Disclosure Schedule. Except as set forth in Section 3.12 of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a wholeVCI Disclosure Schedule, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the VCI's knowledge no other party is in default under or parties thereto would not have an Orion Material Adverse Effectin breach or violation of, nor is there any valid basis for any claim of default by any other party under or any breach or violation by any other party of, any such contract.

Contracts. SCHEDULE 5.10 sets forth a list (a) Schedule 4.19(a) of all the Seller Disclosure Schedules lists, as of the Agreement Date, and Seller has made available to Buyer correct and complete copies of, the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are Seller is a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (ai) each Contract or group of related Contracts with the same Person for the performance of services or the delivery of any goods, equipment or materials by Seller (other than the Contracts or group of related Contracts with the same Person entered into by Seller in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (ii) each collective bargaining agreement; (biii) each Contract which provides for the payment of any Contract with severance benefits, retention bonuses or sale bonuses to any employeeBusiness Employee, consultant, advisor, officer or director other than bonuses paid in the Ordinary Course of Orion or Merger SubBusiness; (civ) agreements between Seller, on the one hand, and Parent or any other of its Affiliates, on the other; (v) each Contract or group of related Contracts with the same Person relating to the lease of tangible assets, personal property or equipment, specifying in each case whether Seller is the lessee or lessor (other than Contracts or group of related Contracts with the same Person in the Ordinary Course of Business involving aggregate payments to or by Seller of less than $25,000 during any 12-month period); (vi) each Contract relating to the license or use of Intellectual Property, specifying in each case whether the license is to or from Seller, other than licenses, terms of service agreements and similar Contracts for “shrinkwrap,” “clickwrap,” or other similar “off-the-shelf” software that is available on a retail basis; (vii) each employment or consulting Contract (other than offer letters on Seller’s standard form) which on its terms provides for annual compensation in excess of $100,000; (viii) each Contract with a sales representativean Authority; (ix) each Contract involving capital expenditures in excess of $5,000 or the sale of any capital asset; (x) each Contract relating to the borrowing of money or to mortgaging, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency pledging or other Person engaged in sales, distributing or promotional activities, or otherwise placing an Encumbrance on any Contract to act as one of the foregoing Purchased Assets or the Business that will survive the Closing; (xi) each Contract relating to the lending of money (other than advances of expenses to employees in the Ordinary Course of Business, and player markers issued in the Ordinary Course of Business and reflected in the Business’s books and records) or to taking any mortgage, pledge or otherwise placing an Encumbrance on behalf any assets of any Person; (dxii) any each Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant relating to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertakingjoint development, marketing, sales or similar arrangement; (hxiii) each Contract containing exclusivity, noncompetition, nonsolicitation or other provisions that prohibit, restrict or limit to any Contract involving any restrictions with respect extent Seller’s right to (i1) freely engage in any geographical area of operations; business anywhere in the world, or (ii2) scope solicit or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted engage the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf services of any Person; (jxiv) any each Contract relating that grants to any corporate acquisition or disposition Person the right to occupy any portion of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this AgreementFacilities; and (kxv) any each Assigned Contract not specified above that which requires Consent to an assignment of the Contract or to a sale of all or substantially all of Seller’s or the Business’s assets or operations. (b) Except as set forth in Schedule 4.19(b) of the Seller Disclosure Schedules, (i) each of the Assigned Contracts is otherwise material to the business or operations of Orion, taken as a wholevalid and binding on Seller and, to either Orion Party. To the Knowledge of the Orion PartiesSeller, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10other party thereto, and is in full force and effect; (ii) no Person has given written notice or alleged in writing to Seller (or to the Knowledge of Seller, otherwise alleged) that Seller or any other party to any of the Assigned Contracts is in Breach thereof; (iii) to the Knowledge of Seller no event has occurred, and no circumstance exists that was caused by Seller or Parent, and to the Knowledge of Seller no other circumstance exists, that has resulted or would reasonably be expected to result in a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation Breach of any of the Assigned Contracts listed on SCHEDULE 5.10 at by Seller or by any time by the other party thereto; and (iv) no party to any of the Assigned Contracts has in writing terminated or parties thereto would not have an Orion Material Adverse Effectpurported to terminate or requested any material modification or waiver thereof. There are no Contracts other than the Assigned Contracts and the Leases which are necessary for the operation or for the continued operation by Buyer of the Business as currently conducted in the Ordinary Course of Business.

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) Schedule 4.6 sets forth all Contracts to which the Seller is a party or otherwise bound that are of the following nature (excluding, for clarity, Contracts that have expired or been terminated with no surviving provisions): (i) any collective bargaining agreementContract for the purchase of services, equipment, materials, products, or supplies that (a) involves payments by the Seller of more than $50,000 individually on an annual basis or (b) which has not been fully performed and which expressly requires payment by the Seller of more than $50,000; (bii) any Contract relating to or evidencing Indebtedness; (iii) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger SubGovernmental Authority; (civ) any Contract with any Affiliate of the Seller; (v) any employment, independent contractor or consulting Contract (excluding offer letters on the Seller’s standard forms provided to the Buyer); (vi) any Contract with a sales representativenoncompetition, manufacturer’s representativenonsolicitation, distributor, dealer, broker, sales agency, advertising agency “most-favored-nation” pricing or exclusivity agreement or other Person engaged arrangement that would prevent, restrict or limit in salesany way the Seller or, distributing to the extent that such Contract is an Assigned Contract, the Buyer, from carrying on its business in any manner or promotional activities, or in any Contract to act as one of the foregoing on behalf of any Persongeographic location; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (evii) any Contract pursuant to which either Orion Party (i) has made the Seller are the lessee or will make any loans or advances; (ii) has or will have incurred debtslessor of, or become a guarantor or suretyholds, uses, or pledged its credit on; makes available for use to any Person, (a) any real property or (iiib) has any tangible personal property and, in the case of clause (b), that involves an aggregate amount in excess of $20,000; (viii) any Contract for the sale or purchase of any tangible personal property in an amount in excess of $20,000 individually, or for the sale or purchase (including any option to purchase or right of first refusal or right of first negotiation) of any real property; (ix) any Contract or commitment for capital expenditures of more than [$20,000] individually; (x) any license agreement providing for the payment or receipt of royalties or other compensation by the Seller, or the license of any material Intellectual Property Assets which will have otherwise become responsible extend over a period of at least one year, or involve consideration in excess of $20,000 individually; (xi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract; (xii) any Contract to provide a guaranty, indemnification, reimbursement, contribution, assumption or endorsement of, or any substantially similar commitment with respect to, the obligations, Liabilities or Indebtedness of any other Person, except commercial Contracts containing standard indemnification provisions entered into in the ordinary course of business; (xiii) any confidentiality, secrecy, or non-disclosure agreement entered into outside the ordinary course of business; (xiv) any Contract that results in any Person holding a power of attorney that relates to the Seller, the Business, the Purchased Assets or the Assumed Liabilities; (xv) any undertaking of another Contract with a Key Customer or Key Vendor; and (except for the negotiation xvi) any other Contract, whether or collection of negotiable instruments in transactions not made in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business business, assets, liabilities, condition (financial or otherwise) or results of operations of Orionthe Business. (b) The Seller is not in material breach of, taken as a wholeor material default under, to either Orion Partyany Assigned Contract. To the Knowledge Seller’s Knowledge, each other Person that has or had any obligation or liability under any Assigned Contract is in full compliance with all applicable terms and requirements of such Assigned Contract. To the Orion PartiesSeller’s Knowledge, Orion no event has made available occurred or circumstance exists that may contravene, conflict with, or result in a violation or breach of, or give the Seller’s or any other Person, the right to Target true and complete copies of each document listed on SCHEDULE 5.10declare a default or exercise any remedy under, and a written description of each or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract. Within the two (2) year period immediately preceding the Closing Date, the Seller has not given to or received from any other Person any notice or other communication (whether oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of or written) regarding any Contracts listed on SCHEDULE 5.10 at actual, alleged, possible, or potential violation or breach of, or default under, any time by the other party or parties thereto would not have an Orion Material Adverse EffectAssigned Contract.

Contracts. SCHEDULE (a) Schedule 5.10 sets forth a list identifies all of all the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any of the Orion Parties Sold Assets are bound or affected or to which a party, Seller is a party or by which either are Seller is bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to in connection with the following types of ContractsSpecialty Plastics Business: (ai) any collective bargaining Contract not made in the ordinary course involving aggregate consideration in excess of $100,000 and which cannot be cancelled without penalty or without more than 60 days’ notice; (ii) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Specialty Plastics Business or that contain “take or pay” provisions; (iii) any Contract for employment or personal services or with independent contractors or consultants which by its terms is not terminable without material cost or liability to Seller on notice of 60 days or less or any severance agreement; (biv) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributorsupplier, dealer, brokerdistributor, sales agency, advertising agency or brokerage Contract; (v) any Contract relating to the lease or sale to or by others of any of real property; (vi) any Contract for capital expenditures in excess of $100,000; (vii) any Contract for the purchase or sale of materials or supplies or the performance of services other than purchase orders in the ordinary course that involves aggregate consideration of more than $100,000; (viii) any rebate arrangement or other Person engaged in salessimilar Contract given to any customer or received from any supplier; (ix) any consignment, distributing or promotional activitiescommitted inventory, ledger balance inventory, or similar Contract with either a supplier or a customer; (x) any Contract restricting Sellers’ ability to act conduct the Specialty Plastics Business or use any trade names that constitute Sold Assets in any place in the world or during any period of time; (xi) any Contract relating to indebtedness (including without limitation guarantees) that will not be satisfied or released as one of the foregoing on behalf Closing Date; (xii) any Contract providing for indemnification of any Person or the assumption of any Tax, environmental, or other Liability of any Person; (dxiii) any Contract which involves the payment relating to a joint venture or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000partnership; (exiv) any Contract pursuant that relates to which the acquisition or disposition by either Orion Party Seller or any other Person of any portion of the Specialty Plastics Business or a material amount of stock or assets, or any real property used or held for use primarily in the Specialty Plastics Business; (xv) any Contract with or subcontract involving any Governmental Authority; (xvi) any Contract for the sale of any of the Sold Assets; or (xvii) any collective bargaining agreements or other Contracts with any labor union, trade unions, trade associations or labor organizations. (b) A true and complete copy of each of the Sold Contracts listed on Schedule 2.01(c) has been made available to Buyers or their representatives. Except as set forth on Schedule 5.10, as of the date hereof, each Sold Contract is in full force and effect, and is a valid and binding agreement of the Seller that is a party to such Sold Contract and, to the Knowledge of Sellers, each of the other parties thereto, enforceable by or against such Seller, and, to the Knowledge of Sellers, each of such other parties thereto, in accordance with its terms, subject to the General Enforceability Exceptions. Each Seller has performed and is performing all obligations required to be performed under the Sold Contracts in all material respects. Except as set forth on Schedule 5.10, no condition exists or event has occurred, with or without notice or lapse of time or both, that would constitute a material default by (i) has made either Seller under any Sold Contract or will make any loans or advances; (ii) has or will have incurred debtsto the Knowledge of Sellers, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect any other party to any undertaking Sold Contract. To the Knowledge of another Sellers, (except i) no Sold Contract is subject to any impending cancellation and there are no material disputes pending or threatened under any Sold Contract and (ii) neither Seller is bound by any material commitments under any Sold Contract for the negotiation performance of services or collection delivery of negotiable instruments products in transactions connection with the Specialty Plastics Business that such Seller is unable to perform or deliver in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectbusiness.

Contracts. SCHEDULE 5.10 (a) All Contracts, including amendments thereto, required to be filed with the Securities Authorities on or after January 1, 2020, pursuant to Securities Laws have been filed. All such filed Contracts will be deemed to have been made available to NXDT. (b) Other than the Contracts described in Section 4.16(a), Section 4.16(b) of the Company Disclosure Letter sets forth a list complete list, in each case as of the date hereof, of each Contract (or the accurate description of principal terms in case of oral Contracts), including all Contracts amendments, supplements and side letters thereto that are (x) modify each such Contract in any material to the business or operations of Orion, taken as a wholerespect, to either Orion Party; and (y) to which the Company or any of the Orion Parties are Company Subsidiaries is a party, party or by which either are it is bound or to which any of their respective assets are subject that: (i) is a limited liability company agreement, partnership agreement or properties are subjectjoint venture agreement or similar Contract with a third party; (ii) is a Management Agreement; (iii) is a Material Company Lease; (iv) is a Material Company Space Lease; (v) is a franchise, agency, sales promotion, market research, marketing consulting or advertising Contract; (vi) contains covenants of the Company or any of the Company Subsidiaries purporting to limit, in any material respect, either the type of business in which the Company or any of the Company Subsidiaries or any of their affiliates may engage or the geographic area in which any of them may so engage; (vii) evidences Indebtedness for borrowed money or any capitalized lease obligations and other Indebtedness to any Person, (A) in excess of $100,000 of the Company or any of the Company Subsidiaries, whether unsecured or secured or (B) secured by Owned Real Property (such Contracts, the “Existing Loan Documents”); (viii) provides for the purchase, sale, assignment, ground leasing or disposition of or a Transfer Right to purchase, sell, dispose of, assign or ground lease, in each case, by merger, purchase or sale of assets or stock or otherwise, directly or indirectly, any (A) real property (including any Owned Real Property or any portion thereof) or equity interests of any Person or (B) any other material asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $200,000; (ix) except for any capital contribution requirements as set forth in the Organizational Documents of any Person set forth in Section 4.17(b)(ix) of the Company Disclosure Letter, or with respect to any Development Project, (A) requires the Company or any Company Subsidiary to make any investment (in each case, in the form of a loan, capital contribution or similar transaction) in any Company Subsidiary or other Person in excess of $100,000 or (B) evidences a loan (whether secured or unsecured) made to, or on behalf of, any other Person in excess of $100,000; (x) relates to the settlement (or proposed settlement) of any pending or threatened suit or proceeding, other than any settlement that provides solely for the payment of less than $250,000 in cash (net of any amount covered by insurance or indemnification that is reasonably expected to be received by the Company or any Company Subsidiary); (xi) with any current executive officer, director or trustee of the Company, as applicable, including but not limited or any of the Company Subsidiaries, any shareholder of the Company beneficially owning 5% or more of outstanding Company Capital Shares or, to the following types knowledge of Contracts:the Company, any member of the “immediate family” (as such term is defined in Item 404 of Regulation S-K promulgated under the Securities Act) of any of the foregoing (axii) constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract or agreement relating to a holding transaction; (xiii) is a severance, or change of control agreement or provides for indemnification or holding harmless of any officer, manager, director, trustee or employee, or is an employment, staffing, independent contractor, professional employer organization, staffing company, temporary employment agency, or leased employee agreement or arrangement, or any collective bargaining agreement; (bxiv) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency has continuing “earn-out” or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the similar contingent purchase price payment or receipt of cash or other property, an unperformed commitment or goods or servicesobligations, in each case having that could result in payments, individually or in the aggregate, with a value in excess of $10,000;100,000; or (exv) governs the formation, creation, governance, economics or control of any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debtsjoint venture, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture strategic alliance or other cooperative undertaking; similar arrangement (hor sets forth the materials terms thereof) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orionthe Company and the Company Subsidiaries, taken as a whole, other than with respect to either Orion Partyany partnership that is wholly owned by the Company or any of its wholly owned Subsidiaries; or (xvi) is not described in clauses (i) through (xiv) above and calls for or guarantees (A) aggregate payments by the Company and the Company Subsidiaries of more than $500,000 over the remaining term of such Contract or (B) annual aggregate payments by the Company and the Company Subsidiaries of more than $100,000. To the Knowledge Each Contract of the Orion Parties, Orion a type described in clauses (a) and (b) of this Section 4.16 is referred to in this Agreement as a “Company Material Contract.” The Company has made available to Target NXDT true and complete copies of each document listed on SCHEDULE 5.10all Company Material Contracts as of the date hereof, including amendments and a supplements thereto. (i) Neither the Company nor any Company Subsidiary is in (or has received any written description claim of) breach of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation or default under the terms of any Contracts listed on SCHEDULE 5.10 at any Company Material Contract, and, to the knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any Company Subsidiary, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (ii) to the knowledge of the Company, no other party to any Company Material Contract is in breach of or parties thereto default under the terms of any Company Material Contract where such breach or default would not reasonably be expected to have an Orion a Company Material Adverse Effect. As of the date of this Agreement, each Company Material Contract is a valid and binding agreement of the Company or a Company Subsidiary, as applicable, and, to the knowledge of the Company, the other parties thereto and is in full force and effect, subject to the Bankruptcy and Equity Exception, except as would not reasonably be expected to adversely affect the Company or any of the Company Subsidiaries in any material respect.

Contracts. SCHEDULE 5.10 sets forth (a) Schedule 3.5(a) contains a true and complete list (organized by subclause) of all Contracts that are (x) material related to the business Business to which Seller is a party, or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any of the Orion Parties its property or assets are a partybound, by which either are bound that fall into one (1) or to which any more of their respective assets or properties are subject, as applicable, including but not limited to the following types of categories (the “Business Contracts:”): (ai) all Contracts involving aggregate payment by Seller in excess of $25,000 following the Closing Date or requiring unsatisfied performance by any collective bargaining agreementparty more than six (6) months from the Closing Date, which, in each case, cannot be cancelled without penalty or without more than thirty (30) days’ notice; (bii) all Contracts between or among the Seller, on the one hand, and any Contract with any employeestockholders, consultantofficers, advisordirectors, officer members, managers or director Affiliate of Orion or Merger SubSeller, on the other hand; (ciii) all Contracts providing product or service warranties to third parties; (iv) all Contracts that require Seller to purchase or sell a material stated portion of the requirements or outputs of the Business; (v) all Contracts the primary purpose of which is to indemnify any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency Person or the assumption of any Tax or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf Liability of any Person; (dvi) all Contracts (excluding, for the avoidance of doubt, any Contract which involves the payment Permit) with any Governmental Authority including any county or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000local recording office; (evii) all Contracts that limit or purport to limit the ability of Seller to compete in any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course line of business consistent or with past practiceany Person or in any geographic area or during any period of time; (viii) all joint venture, partnerships or similar Contracts; (ix) all powers of attorney related to the Purchased Assets; (x) all Intellectual Property Agreements; (xi) all Contracts governing the Excluded Intellectual Property (the “Excluded Intellectual Property Agreements”); (fxii) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement except for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract Contracts relating to any corporate acquisition or disposition of Orion or Merger Subtrade receivables and the Loan Agreement, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during all Contracts relating to Encumbrances against the five years prior to the date of this AgreementPurchased Assets; and (kxiii) any Contract not specified above that is otherwise material all other Contracts related to the business or operations of Orion, taken as a whole, to either Orion PartyPurchased Assets. To the Knowledge of the Orion Parties, Orion Seller has made available to Target true furnished accurate and complete copies of all of the Business Contracts to Buyer. (b) The Business Contracts include each document listed on SCHEDULE 5.10of the Assigned Contracts. Each of the Business Contracts that is a Purchased Asset is a valid and binding obligation of Seller and, to Seller’s Knowledge, the other parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, and a written description insolvency laws, and to the exercise of each oral arrangement so listed is contained judicial discretion in accordance with general principles of equity. Except as set forth on SCHEDULE 5.10. The cancellation Schedule 3.5(b), there have not been any material defaults by Seller or, to the Knowledge of Seller, material defaults or any Contracts listed on SCHEDULE 5.10 at any time claims of material default or claims of material non-enforceability by the other party or parties thereto under or with respect to any of the Business Contracts that is a Purchased Asset, and to the Knowledge of Seller, there are no facts or conditions that have occurred or, as to assignability, except for the transaction contemplated by this Agreement, which, with the passage of time or the giving of notice, or both, would not have an Orion Material Adverse Effectconstitute a material default by Seller, or to the Knowledge of Seller, by the other party or parties, under any of the Business Contracts that is a Purchased Asset or would cause a creation or imposition of any Encumbrance upon any of the Purchased Assets or otherwise would materially and adversely affect the Purchased Assets.

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts (i) Except as described in the Buyer SEC Documents, there are no contracts, arrangements, commitments or understandings that are (x) material to the business, assets, liabilities, capitalization, prospects, condition (financial or otherwise) or results of operations of Buyer and its Subsidiaries (collectively, the contracts, arrangements, commitments or understandings of the type described in this Section 4.2(j)(i), including those set forth in Section 4.2(j)(i) of the Buyer Disclosure Schedule or filed with the Buyer SEC Documents, "BUYER CONTRACTS," and each a "BUYER CONTRACT"). (ii) Except as set forth in Section 4.2(j)(ii) of the Buyer Disclosure Schedule, neither the Buyer nor any of its Subsidiaries is a party to or is bound by any contract, arrangement, commitment or understanding (whether written or oral): (A) which, upon the consummation or Buyer stockholder approval of the transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional acts or events) result in a requirement to obtain the consent of the other party to such contract, arrangement, commitment or understanding or in a termination of any such contract; or (B) which materially restricts the conduct of any line of business by Buyer or any Subsidiary thereof (including the Surviving Corporation) upon consummation of the Merger or will materially restrict the ability of Buyer or the Surviving Corporation or any Subsidiary thereof to engage in any line of business or operations the sale of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicableproducts, including but not limited to those products collectively sold by Buyer and the following types of Contracts:Company immediately prior to the Effective Time. (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) Each Buyer Contract is valid and binding on Buyer and any of its Subsidiaries that is a party thereto, as applicable, and in full force and effect, (B) Buyer and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it to date under each Buyer Contract, and (C) neither Buyer nor any of its Subsidiaries knows of, or has received notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will have otherwise become responsible with respect to constitute, a material default on the part of Buyer or any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice);its Subsidiaries under any such Buyer Contract. (fiv) Neither Buyer nor any indentureof its Subsidiaries has received any notice, credit agreementwhether written or oral, loan agreement, note, mortgage, security agreement, lease from any other party to a Buyer Contract of real property or personal property or agreement for financing; (g) the other party's intention to terminate any such Buyer Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken whether as a whole, to either Orion Party. To the Knowledge result of the Orion Parties, Orion has made available to Target true and complete copies announcement or consummation of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party transactions contemplated hereby or parties thereto would not have an Orion Material Adverse Effectotherwise.

Contracts. SCHEDULE 5.10 sets forth Section 4.13 of the Parent Disclosure Letter contains a list complete list, as of the date hereof, of all Contracts that are (xtogether with each material amendment, modification, change or waiver thereto) material to by and between any Transferred Subsidiary and one or more third parties (other than this Agreement or the business or operations of OrionAncillary Agreements), taken as a whole, to either Orion Party; and (y) pursuant to which any of the Orion Parties are a party, by which either are bound Transferred Subsidiary is obligated or liable or is entitled to any rights or benefits or pursuant to which any Transferred Subsidiary or any of their respective its properties or assets or properties are is subject, as applicablein each case, including but not limited to which fall within any of the following types categories (such Contracts as are required to be set forth in Section 4.13 of the Parent Disclosure Letter, the "Material Contracts:"): (a) each advertising and sponsorship Contract pursuant to which payment of more than $100,000 annually is required to be paid to any collective bargaining agreementTransferred Subsidiary; (b) each Contract providing for the sale, lease or other disposition of a material portion of the assets of any Contract with any employee, consultant, advisor, officer or director Transferred Subsidiary other than in the ordinary course of Orion or Merger Subbusiness; (c) any each material Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency relating to the production or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf licensing of any Personprogramming for any Network; (d) each affiliation, distribution, carriage or similar agreement between any Contract Transferred Subsidiary (or under which involves the payment any Transferred Subsidiary is bound or receipt is liable or pursuant to which any Transferred Subsidiary or any of cash its properties or other propertyassets is subject) and any of its affiliates, an unperformed commitment or goods or servicesdistributors, carriers, over-the-air broadcast operators and multichannel video programming distributors, in each case having which such affiliate, distributor, carrier or operator accounts for at least 50,000 subscribers to a value in excess Network operated by such Transferred Subsidiary as of $10,000July 31, 2006; (e) each material definitive rights agreement relating to the telecast of professional, collegiate conference, university or high school sports teams or any sports related tournaments or events on any Network; (f) each Contract pursuant to which either Orion Party any Transferred Subsidiary is obligated (or assuming performance of any Contract in effect at the date hereof, would be obligated) to any Person for payments in respect of capital expenditures in excess of $1,000,000; (g) each currently effective joint venture or partnership or similar agreement and each Contract providing for the formation of a joint venture, limited liability company, long-term alliance or partnership or involving an equity investment; (h) each currently effective Contract (including any Employment Agreements) which (A) materially restricts the ability of any Transferred Subsidiary or any of its Affiliates or the Transferred Business to engage in any business activity in any geographic area or line of business following the Closing or (B) materially restricts the ability of any Transferred Subsidiary or any of its Affiliates or the Transferred Business to compete with any Person following the Closing; (i) each Contract (or group of related Contracts) under which there has made or will make any loans or advances; (ii) has or will have incurred debtsbeen created, incurred, assumed, or become a guarantor or suretyguaranteed any Indebtedness, or pledged its credit on; that relates to the lending or advancing of amounts or investment in any other Person, in each case, in excess of $100,000, or providing for the creation of any Encumbrance securing an obligation likely to exceed $100,000 upon any asset of any Transferred Subsidiary; (iiij) has each lease, sublease or will have otherwise become responsible with respect similar agreement relating to tangible personal property used or held for use in the Transferred Business, for an annual rent in excess of $100,000, or agreement regarding the purchase of real property; (k) each currently effective material Real Property Lease; (l) any currently effective Contract concerning the marketing or distribution by third parties of any products or services of the Transferred Business (including any Contract requiring the payment of any sales or marketing or distribution commissions or granting to any undertaking Person rights to market, distribute or sell such products or services) involving sales of another products of more than $100,000 annually; (except for the negotiation or collection of negotiable instruments in transactions m) any other currently effective Contract which was entered into other than in the ordinary course of business consistent with past practice);involving payments to or from third parties in excess of $500,000 over the remaining term of such Contract; and (fn) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or each satellite and transponder agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person any Transferred Subsidiary is granted the authority to act for or on behalf of Orion or Merger Sub, a party or pursuant to which Orion any Transferred Subsidiary or Merger Sub are granted the authority under which any Transferred Subsidiary is bound or is liable or pursuant to act for or on behalf of which any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, Transferred Subsidiary or any acquisition of its properties or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that assets is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Partysubject. To the Knowledge of the Orion Parties, Orion Parent has made available to Target true LMC or its Representatives (as defined below) correct and complete copies of each document listed on SCHEDULE 5.10all such Material Contracts (other than such Material Contracts referenced in Section 4.13(n) pursuant to which the Transferred Subsidiaries shall have no liabilities or obligations of any kind after Closing other than pursuant to the Technical Services Agreement) with all amendments thereto. Each such Material Contract is valid, binding and enforceable against a Transferred Subsidiary and the other parties thereto in accordance with its terms and is in full force and effect, subject to expiration in accordance with its terms. Except as set forth in Section 4.13 of the Parent Disclosure Letter, none of the Transferred Subsidiaries is in material default under or in material breach of any such Material Contract, and no event has occurred that, with notice or lapse of time, or both, would constitute such a written description material default. Except as set forth in Section 4.13 of the Parent Disclosure Letter, each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party parties to the Material Contracts has performed in all material respects all of the obligations required to be performed by it under, and is not in material default under, any such Material Contract, and to the Knowledge of Parent, no event has occurred that, with notice or parties thereto lapse of time, or both, would not have an Orion Material Adverse Effectconstitute such a material default.

Contracts. SCHEDULE 5.10 sets forth a list (a) Section 2.20 of all Contracts that are (x) material the Company Disclosure Schedule lists, by reference to the business applicable subsection of this Section 2.20, all material Contracts of the Company or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of its Subsidiaries (the Orion Parties are a party“Listed Business Contracts”), by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsincluding: (ai) all employment or other contracts (including non-competition, confidentiality, loans to employees, directors or officers, severance or indemnification agreements as well as any collective bargaining agreementagreement or other labor union contracts or agreements) with or in respect of any employee or current or former officer or director or stockholder of the Company or any Subsidiary; (bii) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Suball consulting contracts; (ciii) instruments for borrowed money (including any Contract with a sales representativeindentures, manufacturer’s representativeguarantees, distributorloan agreements, dealersale and leaseback agreements, brokermortgages, sales agencypledges, advertising agency hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements or equipment financing obligations); (iv) agreements for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) of material assets, as to which the Company or any Subsidiary has continuing obligations or rights; (v) joint venture or partnership agreements, licensing arrangements, Contracts for sharing of profits or proprietary information, licensing and distribution Contracts; (vi) purchase Contracts or agreements giving rise to Liabilities of the Company or any Subsidiary; (vii) guarantees, suretyships, indemnification, contribution agreements or other Person engaged sources of contingent liability in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf respect of any indebtedness or obligations of any other Person; (dviii) all leases of personal property; (ix) all Contracts providing for payments by or to the Company or any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value Subsidiary in excess of $10,000500,000 per year; (ex) all Contracts obligating the Company or any Subsidiary to provide or obtain products or services for a period of one year or more; (xi) all Contracts containing covenants purporting to limit the Company’s or any Subsidiary’s freedom to compete with any Person or in any geographic area; (xii) all Contracts for construction or the purchase of real estate, improvements, equipment, machinery and other items which constitute capital expenditures or which involve or are reasonably expected to involve capital expenditures; (xiii) all agreements, Contracts, licenses or arrangements (a) granting or obtaining any right to use or practice any rights under any Intellectual Property (other than non-customized software subject to customary “shrinkwrap” or “click-through” type contracts) or (b) restricting the Company’s or any Subsidiary’s rights to use, practice or register any Intellectual Property, or permitting other Persons to use, practice or register any Intellectual Property owned by the Company or any Subsidiary; (xiv) any agreement or Contract not terminable or cancelable by the Company or any Subsidiary upon notice of not longer than 60 days and without liability, penalty or premium; (xv) any Contract pursuant to between the Company or any Subsidiary, on the one hand, and any director, officer or Affiliate of the Company or any Subsidiary, on the other hand; (xvi) any exclusive sales representative or exclusive distribution Contract; and (xvii) any agreement or Contract which either Orion Party (i) has was not made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice);. (fb) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving The Company has heretofore provided to Purchaser a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies copy of each document listed on SCHEDULE 5.10Listed Business Contract (together with all amendments thereto). Each Listed Business Contract is a legal, valid and binding obligation of the Company or the applicable Subsidiary and, to the knowledge of the Company, the other parties thereto, enforceable against such parties in accordance with its terms except as enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies. None of the Company, any Subsidiary or, to the knowledge of the Company, any other party thereto, is in default, violation or breach in any respect under any Listed Business Contract, and no event has occurred and is continuing that constitutes or with notice or the passage of time would constitute, a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of default, violation or breach in any Contracts listed on SCHEDULE 5.10 at respect under any time by the other party or parties thereto would not have an Orion Material Adverse EffectListed Business Contract.

Contracts. SCHEDULE 5.10 (a) Section 2.10(a) of the Seller Disclosure Letter sets forth a complete and correct list of all Contracts each Contract to which Seller or any of its Affiliates is a party that are (x) material relates to the business or operations of OrionAcquired Assets and that is (each, taken as a whole, to either Orion Party; and “Material Contract”): (yi) to which any of the Orion Parties are a party, Contract providing for payments by which either are bound or to which any Person in excess of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: $100,000 over any twelve (a12) any collective bargaining agreementmonth period; (bii) a Contract relating to any Contract partnership, commercial collaboration or joint venture or other agreement involving a sharing of profits, losses, costs or Liabilities by Seller or any of its Affiliates with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (diii) a Contract with any Contract which involves the payment Governmental Entity, other than any MTAs or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000CTAs; (eiv) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any the acquisition or disposition of any subsidiaryassets outside the Ordinary Course, divisionincluding any securities purchase agreements, line asset purchase agreements, merger agreements, business combination agreements and any earn‑out or agreement for the deferred payment of business or real property, purchase price entered into in each case during the five years prior connection therewith; (v) an Assigned Contract; (vi) a Contract relating to the date manufacture, storage, distribution or commercialization of this Agreement; andthe Transferred Products; (kvii) a Contract relating to the research or development of the Transferred Products, excluding any NDAs, MTAs and CTAs; (viii) a Contract that is a confidentiality or non‑disclosure agreement, other than those related to business development activities (“NDAs”), material transfer (or other similar research) agreement (“MTAs”) or clinical trial agreement (“CTAs”); (ix) a Contract relating to the testing, auditing or controlling of the Transferred Products, including any pharmacovigilance Contracts and quality Contracts; (x) a Contract that: (A) contains a covenant by Seller not specified above to compete or otherwise limits the freedom of Seller from engaging in the research, ownership, operation, development, manufacture, distribution or commercialization of the Transferred Products; (B) grants any rights of exclusivity to any Person; (C) grants any right of first refusal, first offer, first negotiation or similar preferential right; (D) grants any “most favored customer,” Americas 92425100 “most favored supplier” or similar rights to any Person; or (E) contains a “requirements” obligation requiring Seller to purchase a designated portion of any type of material; or (xi) a Contract that is otherwise material to the business Acquired Assets. (b) Each of the Material Contracts is in full force and effect and constitutes a legal, valid and binding agreement of Seller, and to the knowledge of Seller, each other party thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or operations similar Laws of Oriongeneral application affecting or relating to the enforcement of creditors’ rights generally, taken as a wholeand subject to general principles of equity. Neither Seller, nor, to either Orion Partythe knowledge of Seller, any other party thereto is (with or without notice or lapse of time, or both) in material breach or default in the performance, observance or fulfillment of any obligation or covenant contained in any Material Contract, nor does there exist any condition which upon the passage of time or the giving of notice or both, would reasonably be expected to cause such material violation of or material default under or permit the termination or modification of, or acceleration of any obligation under, any Material Contract. To Seller has not given or received written or, to the Knowledge knowledge of Seller, oral notice to or from any Person relating to any such actual or alleged, breach or default. Seller has not received any written or, to the Orion Partiesknowledge of Seller, Orion oral notice from a Third Party stating that such Third Party intends to terminate any Material Contract and Seller has made available to Target true not waived any right under the Material Contracts. True and complete copies of each document listed on SCHEDULE 5.10all Material Contracts including all schedules, exhibits, appendices, amendments, modifications and a written description waivers relating thereto have been made available to Buyer, except to the extent such Material Contracts have been redacted to (i) enable compliance with Laws relating to antitrust or the safeguarding of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by data privacy; (ii) comply with confidentiality obligations owed to Third Parties; or (iii) exclude information not related to the other party or parties thereto would not have an Orion Material Adverse EffectAcquired Assets.

Contracts. SCHEDULE 5.10 sets forth (a) Part 3.10(a) of the Disclosure Letter lists each Acquired Company Contract: (i) which provides for indemnification of any director or agent; (ii) that: (A) is an Acquired Company IP Contract; (B) is a list Contract for the acquisition or sale of all Contracts any material Intellectual Property Right; or (C) is a Contract for the development of any material Intellectual Property Right other than in the case of “(A)” any Specified Customer Contract and in the case of clauses “(B)” and “(C)”: (1) any Specified Customer Contract; (2) any Contract that are (x) is not material to the business of any Acquired Company; or operations (3) any other Acquired Company Contract for the sale or license of Orionany Acquired Company Product or sale or provision of any Acquired Company Service prior to January 1, taken as 2005; (iii) that is a wholeSpecified Customer Contract; (iv) (A) creating or establishing any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities (including the sharing with any Person of any fees or royalties received by any of the Acquired Companies for the licensing of any Acquired Company IP); (B) imposing on an Acquired Company an obligation to provide or grant most favored nation pricing; (C) involving a right of first refusal, right of first negotiation or other similar right with respect to an Acquired Company, an Acquired Company Product or an Acquired Company Service; or (D) involving exclusive marketing or other exclusive rights, or exclusive or non-exclusive sales, distribution or reseller rights, with respect to a material Acquired Company Product or Acquired Company Service in each case under clauses “(A)” through “(D)” other than: (1) any Specified Customer Contract; (2) any other Acquired Company Contract for the sale or license of any Acquired Company Product or sale or provision of any Acquired Company Service prior to January 1, 2005; (3) an Acquired Company IP Contract, or (4) a Contract that is not material to the business of an Acquired Company; (v) imposing any restriction on any of the Acquired Companies: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person, to either Orion sell any product or other asset to or perform any services for any other Person, or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any technology, in each case under clauses “(A)” through “(C)” other than: (1) any Specified Customer Contract; (2) any Contract that is not material to the business of any Acquired Company, and (3) any other Acquired Company Contract for the sale or license of any Acquired Company Product or sale or provision of any Acquired Company Service prior to January 1, 2005; (vi) involving any loan, guaranty, pledge, performance or completion bond or surety arrangement in excess of EUR 25.000; (vii) with a sole source supplier of a product or service that is material to the operation of the business of an Acquired Company or pursuant to which any Acquired Company is obligated to purchase all, or any specific portion or percentage of, its requirements for, or any minimum amount of, any product, good or service that are material to such Acquired Company; (viii) with any Related Party; and and (yix) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or benefiting any Governmental Body, other than operating licenses or permits, tax registrations and similar Contracts. (Contracts in the respective categories described in clauses “(i)” through “(xi)” above and all Contracts identified, or required to be identified, in Part 3.10 of the Orion Parties Disclosure Letter are a party, by which either are bound or referred to which any of their respective assets or properties are subject, in this Agreement as applicable, including but not limited to the following types of “Material Contracts: (a) any collective bargaining agreement;.”) (b) any Contract with any employee, consultant, advisor, officer or No director of Orion any of the Acquired Companies has an outstanding right to any compensation, nor the right to participate in the profits of any Acquired Companies, solely in his or Merger Sub;her capacity as a director of an Acquired Company. (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged The Company has delivered to the Purchaser accurate and complete copies of all written Material Contracts identified in sales, distributing or promotional activities, or any Contract to act as one Part 3.10(a) of the foregoing on behalf Disclosure Letter, including all amendments thereto. Each Contract identified in Part 3.10(a) of any Person;the Disclosure Letter is, to the Company’s Knowledge, valid and in full force and effect, and, is enforceable by the respective Acquired Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (d) Except as set forth in Part 3.10(d) of the Disclosure Letter: (i) none of the Acquired Companies has materially violated or breached, or committed any material default under, any Material Contract, which remains uncured, and, to the Company’s Knowledge, no other Person has violated or breached, or committed any default under, any such Material Contract which involves remains uncured; (ii) to the payment Company’s Knowledge, no event has occurred, and no circumstance or receipt condition exists, that (with or without notice or lapse of cash time) will, or other propertycould reasonably be expected to: (A) result in a violation or breach of any of the material provisions of any Material Contract; (B) give any party to such Material Contract the right to declare a default or exercise any remedy under any such Material Contract; (C) give any party to such contact the right to accelerate the maturity or performance of any such Material Contract; or (D) give any party to such contract the right to cancel, terminate or modify any Material Contract; and (iii) since 31 December 2005, none of the Acquired Companies has received any notice regarding any actual or possible violation or breach of, or default under, any Material Contract by an unperformed commitment or goods or services, in each case having a value in excess of $10,000;Acquired Company. (e) No Acquired Company has received notice of any Contract pursuant pending or threatened claims, and to which either Orion Party (i) has made or will make the Company’s Knowledge, there is no basis for any loans or advances; (ii) has or will have incurred debtssuch material claims, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to against any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice);Acquired Company under any Material Contract. (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease Part 3.10(f) of real property or personal property or agreement for financing;the Disclosure Letter identifies all powers of attorney granted by each of the Acquired Companies and in effect as of the date of this Agreement other than in connection with the prosecution of Registered IP. (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (hPart 3.10(g) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available Disclosure Letter lists the foreign exchange forward or similar Contracts entered into or otherwise committed to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of be entered into by any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectAcquired Company.

Contracts. SCHEDULE 5.10 (a) Section 3.17(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts that are (x) material to which the business Seller is a party or operations of Orion, taken as a whole, to either Orion Party; and (y) to is otherwise bound or by which any of the Orion Parties Acquired Assets are subject (and with respect to any oral Contract provides a partycomplete description of the terms of such Contract) (the “Scheduled Contracts”): (i) all notes, loans, credit agreements, mortgages, indentures, security agreements, operating leases, capital leases and other Contracts relating to Indebtedness and any Contract of suretyship or guaranty; (ii) all employment, consulting and independent contractor Contracts, and all bonus, commission, compensation, pension, insurance, retirement, deferred compensation and other plans, Contracts and other arrangements for the benefit of any Business Employee; (iii) all Contracts involving an annual payment to or by which either are bound the Seller from or to any Person in excess of $5,000 individually or $20,000 in the aggregate with respect to all Contracts with such Person; (iv) all Contracts for capital expenditures or the purchase or sale of any asset or property of the Seller in excess of $5,000 individually for any Person or $20,000 in the aggregate for all Contracts with such Person; (v) all customer Contracts for the purchase of products or services from the Seller; (vi) all joint venture, partnership or other Contracts involving a share of profits or losses with another Person; (vii) all Contracts with any Affiliate of the Seller; (viii) all Contracts restricting competition, solicitation or the business activities of the Seller; (ix) all Contracts pursuant to which the Seller has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, sales or other similar rights relating to any product, service, technology, asset or territory; (x) all Government Contracts and Government Bids; (xi) all sales, agency, representative, distributor, franchise or similar Contracts; (xii) all Contracts under which the Seller subcontracts services to a third party; (xiii) any material Contract which is terminable upon or prohibits a sale of substantially all of the assets of Seller; (xiv) all Contracts granting or permitting any Lien on any of their respective assets the Acquired Assets; (xv) all Contracts with any vendors, suppliers or properties contractors; and (xvi) any other Contracts that are subject, as applicablematerial to the Seller or the Business and have not been previously disclosed pursuant to this Section 3.17. The Seller has delivered to Buyer complete and accurate copies of all Assigned Contracts and Scheduled Contracts, including but all amendments thereto. Except as set forth in Section 3.17(a)(ii) of the Disclosure Schedule, the Parent is not limited a party to or bound by any Contract that relates to the following types operation of the Business other than the Parent Assigned Contracts: (a) any collective bargaining agreement;. (b) Neither the Seller nor the Parent is in breach or default in any material respects under the terms of any Assigned Contract and, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by the Seller or the Parent, nor has the Seller or the Parent received any employeenotice of any breach or default or alleged breach or default under any Assigned Contract. To the knowledge of the Seller or the Parent, consultantno other party to any Assigned Contract is in default under the terms thereof, advisorand, officer to the knowledge of the Seller or director the Parent, there exists no event, condition or occurrence which (with or without due notice or lapse of Orion time, or Merger Sub;both) would constitute such a breach or default by any such party, nor has the Seller or the Parent received any notice of any breach or default by any such party. (c) The Assigned Contracts are in full force and effect and are valid and binding obligations of the Seller and, to the knowledge of the Seller or the Parent, the other parties thereto. Neither the Seller nor the Parent has received any notice from any other party to a Assigned Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency of the termination or other Person engaged in sales, distributing or promotional activitiesthreatened termination thereof, or of any Contract claim, dispute or controversy with respect thereto, nor, to act as one the knowledge of the foregoing on behalf of Seller or the Parent, is there any Person;basis therefor. (d) No consent of, or notice to, any third party is required under any Assigned Contract which involves as a result of or in connection with, and neither the payment enforceability nor any of the terms or receipt provisions of cash any Assigned Contract will be affected in any manner by, the execution, delivery and performance of this Agreement or other propertyany Related Agreement, an unperformed commitment or goods the transactions contemplated hereby or services, in each case having a value in excess of $10,000;thereby. (e) any Contract pursuant to which either Orion Party Except as set forth in Section 3.17(e) of the Disclosure Schedule, (i) has made there are no non-United States citizens employed by the Seller or will make any loans of its Affiliates actively working on any Government Contract nor are there any employees or advances; contractors working on Government Contracts outside of the United States, (ii) has or will the final indirect rate submissions, including all support schedules, submitted to any Governmental Authority with respect to Government Contracts have incurred debts, or become a guarantor or surety, or pledged its credit on; or been approved and (iii) has or will to the extent required by Law, all Government Contracts have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenturebeen awarded, credit agreementand all Government Bids have been submitted, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving under a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf full and open procurement process without preferential treatment of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Partykind. To the Knowledge knowledge of the Orion PartiesSeller or the Parent, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and there exists no basis for a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation claim of any Contracts listed liability by any Governmental Authority as a result of defective cost and pricing data submitted to such Governmental Authority, including any such data relating to liabilities accrued on SCHEDULE 5.10 at the Seller’s books or in its financial accounts for deferred compensation to any time by Business Employee. To the other party knowledge of the Seller or parties thereto would not have an Orion Material Adverse Effectthe Parent, no audit or review of any Government Contract will likely result in the disallowance of, or claim for, any amount paid or payable to the Seller under such Government Contract, whether as a result of excess payments, excess profit recapture or otherwise.

Contracts. SCHEDULE 5.10 sets forth (a) For purposes of this Agreement, each of the following shall be deemed to constitute a list “Significant Contract”: (i) any Contract that would be required to be filed by the Company as an exhibit to any Company SEC Document pursuant to Item 601(b)(4) or 601(b)(10) of all Contracts that Regulation S-K under the Securities Act; (ii) any Contract (other than Company Employee agreements) relating to the provision of services to the Company or the Subsidiaries, which services are (x) material to the business or operations of Orionthe Company and the Subsidiaries, taken as a whole; (iii) any material Contract relating to the lease or sublease by the Company and the Subsidiaries of any real property; (iv) any Contract with the Company’s and the Subsidiaries’ top 20 customers; (v) any Contract that would reasonably be expected to have a material effect on the ability of the Company to perform any of its obligations under this Agreement, or to either Orion Party; and (y) to which consummate the Merger or any of the Orion Parties are a party, by which either are bound or other Contemplated Transactions; (vi) any Contract: pursuant to which the Company or the Subsidiaries (A) will acquire any real property; or (B) will acquire any personal property, equipment or fixtures with a cost in excess of their respective assets or properties are subject, as applicable, including but not limited $100,000; (vii) any Contract that is material to the following types of Contracts:Company or the Subsidiaries taken as a whole; (aviii) any collective bargaining agreement;other Contract identified in Part 2.10(a) of the Company Disclosure Schedule (which shall include each Contract imposing any restriction on the right or ability of the Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to develop, sell, supply, distribute, offer, support or service any product or other asset to or for any other Person; (D) to perform services for any other Person; or (E) to transact business with any other Person, in each case, which is material to the Company taken as a whole); and (ix) any Contract that evidences or is the primary document under which there arises indebtedness of the Company or any Subsidiary (other than agreements with or among direct or indirect wholly owned Subsidiaries) in excess of $100,000. (b) any Each Company Contract that constitutes a Significant Contract is: (i) valid and in full force and effect; and (ii) is enforceable in accordance with any employeeits terms, consultantsubject to: (A) laws of general application relating to bankruptcy, advisorinsolvency and the relief of debtors; and (B) rules of law governing specific performance, officer or director of Orion or Merger Sub;injunctive relief and other equitable remedies. (c) Except as set forth in Part 2.10(c) of the Company Disclosure Schedule: (i) neither the Company nor the Subsidiaries have violated or breached, or committed any Contract default under, any Significant Contract; (ii) to the Knowledge of the Company, no other Person has violated or breached, or committed any default under, any Significant Contract; (iii) to the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to: (A) result in a sales representativeviolation or breach of any of the provisions of any Significant Contract; (B) give any Person the right to declare a default under any Significant Contract; (C) give any Person the right to receive or require a rebate, manufacturer’s representativechargeback, distributorpenalty or change in delivery schedule under any Significant Contract; (D) give any Person the right to accelerate the maturity or performance of any Significant Contract; or (E) give any Person the right to cancel, dealerterminate or modify any Significant Contract, brokerand (iv) since January 1, sales agency2011, advertising agency neither the Company nor the Subsidiaries have received any written notice or other Person engaged in sales, distributing communication regarding any actual or promotional activitiespossible violation or breach of, or default under, any Contract to act as one of the foregoing on behalf of any Person;Significant Contract. (d) any Contract which involves the payment or receipt of cash or other property, The Company has Made Available to Parent an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true accurate and complete copies copy of each document listed on SCHEDULE 5.10, and Company Contract that constitutes a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectSignificant Contract.

Contracts. SCHEDULE 5.10 sets forth (a) Schedule 2.7(a) contains a list of all Contracts that are the following written agreements or contracts to which the Company or the Subsidiary is a party as of the date hereof: (xi) material pursuant to which the Company or the Subsidiary incurred expenses or made capital expenditures in excess of $100,000.00 in the first six months of calendar year 2006 or generated revenue in excess of $400,000.00 in the first six months of calendar year 2006, (ii) to the business or operations extent not provided pursuant to clause (i) above, the top 20 DA customers, the top 5 CRM customers and the top 2 OS customers of Orionthe Company and the Subsidiary ( all measured based on revenue for the first six months of calendar year 2006), taken as a wholeand contracts with Jacent, to either Orion PartyTellMe and CTI ; and (yiii) pursuant to which any of the Orion Parties are a partyCompany or the Subsidiary leases real property (the “Leased Real Property”), by which either are bound including all amendments or addendums with respect thereto (the “Leases”); (iv) partnership or joint venture agreements; (v) pursuant to which the Company or the Subsidiary is a lessor of or permits any third party to hold or operate any real or personal property involving annual payments in excess of their respective assets $50,000.00; (vi) pursuant to which the Company or properties are subject, as applicable, including but not limited to the following types of Contracts: Subsidiary is prohibited from freely engaging in business anywhere in the world; (avii) any collective bargaining agreement;agreements; (viii) performance bonds, surety agreements or stand-alone indemnification agreements obligating the Company or the Subsidiary to indemnify any Person for services performed; (ix) employment, consulting or similar agreements involving compensation equal to or in excess of $50,000.00 per annum (any such contract required to be listed on Schedule 2.7(a) pursuant to subsections (i) through (ix), collectively, the “Material Contracts”). (b) any Contract with any employeeOther than as set forth on Schedule 2.7(b), consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) the Company or the Subsidiary has made performed in all material respects all of the material obligations required to be performed by it under such Material Contract, the Company or will make any loans or advances; (ii) the Subsidiary has or will have incurred debtsnot, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect and to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion PartiesSellers, Orion no other party has, accelerated, terminated or cancelled any Material Contract, (ii) each of the Material Contracts is the legal, valid and binding obligation of the Company or the Subsidiary, enforceable against the Company or the Subsidiary in accordance with its terms, except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or other laws relating to or affecting the enforcement of creditors’ rights and remedies generally and except as enforcement may be limited by general principles of equity, (iii) no consent of any party to a Material Contract is required in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby and (iv) the Buyer has made available been provided access to Target a true and complete copies correct copy of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion all Material Adverse EffectContracts.

Contracts. SCHEDULE 5.10 sets forth Section 3.11 of the Disclosure Schedule lists all of the Contracts to which Seller is a list of all Contracts party that are (x) material primarily related to its operation of the business Business or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any Acquired Asset is bound or is subject as of the Orion Parties are a party, by date hereof and which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) are Contracts, other than Educational Institution Contracts, that involve individually, or in the aggregate with all other related Contracts, in excess of one hundred thousand dollars ($100,000) in any collective bargaining agreement; twelve (12) month period and by its terms is not terminable upon thirty (30) days notice, (b) any Contract with any employeeprovides for a grant by Seller of “most favored nation” pricing provisions or exclusive marketing rights, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with obligates Seller to purchase goods or services exclusively from a sales representativecertain Person, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves concerns the payment establishment or receipt operation of cash a partnership, joint venture or other propertylimited liability company, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) imposes (or may impose) a Lien (other than a Permitted Lien) on any Contract pursuant to which either Orion Party Acquired Asset (ior any asset that would be an Acquired Asset if the Closing occurred on the date hereof), (f) has made provides for the disposition by Seller of any significant assets or will make any loans the acquisition by Seller of the assets or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking business of another Person (except for the negotiation or collection other than purchases of negotiable instruments in transactions supplies in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) contains any non-solicitation, non-competition, confidentiality or similar obligations binding Seller or which otherwise prohibits Seller from entering into any line of business, or from freely providing services or supplying products to any customer or potential customer, or in any part of the world (other than any Contract involving with a partnershipcustomer or supplier entered into in the ordinary course of business, joint venture or other cooperative undertaking; consistent with past practice, otherwise described by this clause (g) solely because it contains customary confidentiality restrictions), (h) provides for the employment by Seller of any Contract involving Person or the service by any restrictions with respect Person as a consultant or independent contractor to Seller, or imposes any severance obligation on Seller, (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement Seller entered into with any Person pursuant to which such Person is granted the authority to act for current or on behalf former stockholder, director, officer or employee of Orion Seller or Merger Subany other Affiliate of Seller, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Subis a Lease, (k) is, or is required to be, listed in Section 3.10 of the Disclosure Schedule, (l) is an Educational Institution Contract that varies in any acquisition material respect from the form agreements included in Section 2.6 of the “Project Tango” Internet-based datasite administered by IntraLinks, Inc. (the “Datasite”), provided that, the parties acknowledge and agree that any Educational Institution Contract that does not contain any variances from such from agreements other than those variances described under the heading “Standard Deviations” in Section 3.11(l) of the Disclosure Schedule shall not be deemed to vary in any material respect from such form agreements or disposition (m) under which the consequences of any subsidiarya Default or termination would reasonably be expected to have a Material Adverse Effect (the Contracts listed or required to be listed in Section 3.11 of the Disclosure Schedule being collectively referred to as the “Material Contracts”). Complete copies of each Material Contract, divisionincluding amendments thereto, line of business or real property, have been made available to Buyer by their presence in each case during the five years Datasite by 5:00 pm Eastern Time on the third (3rd) Business Day prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge All of the Orion PartiesMaterial Contracts and all of the Educational Institution Contracts are in full force and effect and are enforceable against Seller and, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10To Seller’s Knowledge, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto in accordance with their respective terms, subject to the Enforceability Exceptions. Seller has performed in all material respects all obligations required to be performed by it pursuant to the Material Contracts and the Educational Institution Contracts, and there is no existing or, To Seller’s Knowledge, threatened Default under any of the Material Contracts or Educational Institution Contracts by Seller or, To Seller’s Knowledge, any other party thereto and there exists no condition or event which, after notice or lapse of time, or both, would not have an Orion Material Adverse Effectconstitute any such Default by Seller or, To Seller’s Knowledge, any other party thereto.

Contracts. SCHEDULE 5.10 sets (a) Section 2.19(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Bancorp prior to the execution of this Agreement), to which Xxxxx is a party or by which any of its Assets and Properties is bound: (A) all Contracts that are (xexcluding Benefit Plans) material providing for a commitment of employment or consultation services for a specified or unspecified term, the name, position and rate of compensation of each Person party to such a Contract and the business or operations expiration date of Orion, taken as a whole, to either Orion Partyeach such Contract; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (aB) any collective bargaining agreementwritten or unwritten representations, commitments, promises, communications or courses of conduct (excluding Benefit Plans) involving an obligation of Xxxxx to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any employee; (bii) any Contract all Contracts with any employeePerson containing any provision or covenant prohibiting or limiting the ability of Xxxxx or any officer, consultant, advisor, officer director or director employee of Orion Xxxxx to engage in any business activity or Merger Subcompete with any Person or prohibiting or limiting the ability of any Person to compete with Xxxxx; (ciii) any Contract with a sales representativeall partnership, manufacturer’s representativejoint venture, distributorregistration rights, dealer, broker, sales agency, advertising agency shareholders' or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of similar Contracts with any Person; (div) any Contract which involves the payment all Contracts relating to Indebtedness of Xxxxx or receipt of cash or to preferred stock issued by Xxxxx (other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant than Indebtedness owing to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practiceXxxxx); (fv) all Contracts (A) with distributors, vendors, dealers, manufacturer's representatives, sales agencies or franchisees, including, without limitation, any indenturevendor program agreements, credit agreementand (B) with clients, loan agreementcustomers or other Persons that, notein the case of this clause (B), mortgage, security agreement, lease of real property provide for (y) rebates or personal property any fee sharing or agreement for financingother similar arrangement or (z) maintenance or other servicing responsibilities; (gvi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties or (B) any Contract involving a partnership, joint venture or other cooperative undertakingBusiness Combination; (hvii) all Contracts between or among Mears, on the one hand, and either Shareholder, any Contract involving officer, director, Affiliate or Associate of either Shareholder or any Associate of any such officer, director or Affiliate (other than Xxxxx), on the other hand; (viii) all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions with on the ability of Xxxxx to declare or pay dividends on, to make any other distribution in respect of or to (i) issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any geographical area Lien, to purchase or sell any Assets and Properties, to change the lines of operations; business in which it participates or engages or to engage in any Business Combination or (iiB) scope require Xxxxx to maintain specified financial ratios or type levels of business net worth or other indicia of Orion financial condition; (x) all take or Merger Sub;pay or requirements Contracts or any other Contracts or agreements requiring Xxxxx to pay regardless of whether products or services are received; and (xi) all other Contracts that (A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Xxxxx and (B) cannot be terminated within thirty (30) calendar days after giving notice of termination without resulting in any material cost or penalty to Xxxxx. (b) Each Contract required to be disclosed in Section 2.19(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of each party thereto; and except as disclosed in Section 2.19(b) of the Disclosure Schedule neither Xxxxx, nor, to the knowledge of Shareholders, any other party to such Contract is, or has received notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any such Contract). (c) Except as disclosed in Section 2.19(c) of the Disclosure Schedule: (i) each Company Lease is evidenced by a written agreement, there are no material understandings, agreements, undertakings or arrangements between Xxxxx and the lessees or transferees under any power Company Lease which are not set forth in such Company Lease or in a written agreement (including correspondence, memoranda and notations on the computer system of attorney Xxxxx) included in the file of Xxxxx relating to such Company Lease and such written agreements constitute all documents reasonably necessary to enforce such Company Lease; (ii) no payments required to be made under any Company Lease have been paid, at the request or agency agreement suggestion of Xxxxx, more than 60 days in advance of the due dates thereof and the payments due under the Company Leases have not been assigned, pledged or arrangement otherwise hypothecated by Xxxxx; (iii) Xxxxx has not acted, or failed to act, in a manner which would materially alter or reduce any of its rights or benefits under any manufacturers' or vendors' warranties or guarantees relating to property covered by any Company Lease; (iv) the Books and Records with respect to each Company Lease are complete and accurate; (v) Xxxxx has properly prepared and filed financing statements covering all property subject to each Company Lease necessary to duly perfect a first lien security interest therein, except in the case of individual Company Leases for which Xxxxx'x policy is not to file financing statements in accordance with Xxxxx'x policy (a complete and correct copy of which has been provided to Bancorp by Shareholders); (vi) each Company Lease (and any Person related guarantees) is and will continue to be after Closing, a valid, binding and enforceable, non-cancelable obligation of the lessee thereunder (and guarantors thereof) in accordance with its terms, each of which lessees and guarantors shall be a bona fide party thereto, having legal capacity to contract; (vii) to the knowledge of Shareholders, no lessee under a Company Lease is threatened with or subject to a proceeding involving bankruptcy or insolvency; (viii) the property that is the subject of each Company Lease has been or will be delivered to the lessee thereunder, and accepted by such lessee, except where delivery has been waived prior to payment of the vendor pursuant to a supplement to a Company Lease; (ix) Xxxxx shall have absolute, complete and indefeasible title to the property subject to each Company Lease (or a duly perfected first-lien security interest in the property subject to such Company Lease except with respect to the property subject to those Company Leases for which such Person Xxxxx'x policy is granted not to file financing statements), the authority to act for Company Lease and all sums due thereunder, free and clear of any and all Liens or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf claims of any Person; (j) any Contract relating to any corporate acquisition ; the supplier or disposition vendor of Orion said property has received or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real will receive payment in full for said property, in each case during the five years prior to the date of this Agreement; and (kx) in the six (6) months immediately prior to Closing, all Company Leases and loans have had payments made only by the party who is the named contractual customer thereunder except from time to time said payments may be made by a guarantor or a vendor with the express permission of Xxxxx. (d) Except as disclosed in Section 2.19(d) of the Disclosure Schedule, Xxxxx is not a party to or bound by any Contract not specified above that is otherwise material has been or could reasonably be expected to be, individually or in the aggregate with any other such Contracts, materially adverse to the business Business or operations Condition of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectXxxxx.

Contracts. SCHEDULE 5.10 (a) Schedule 4.12 sets forth a an accurate and complete list of (i) all material Contracts that are (xA) material entered into since January 1, 2005, (B) pursuant to the business which Seller is providing services or operations of Orion, taken as a whole, (C) which is otherwise still in effect and pursuant to either Orion Party; which Seller has any Liabilities and (yii) to which any each of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of ContractsContracts to which Seller is a party or by which it is bound, or to which its assets are subject: (ai) any collective bargaining agreementemployment, consulting, management, personal service, agency or other Contract of any kind with an employee, officer or member of Seller or any of its Affiliates; (bii) any Contract with any employeeloan agreement, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency credit facility or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any similar Contract pursuant to which either Orion Party (i) Seller has made any loans or advances that are outstanding or will make any loans or advances; ; (iiiii) any loan agreement, credit facility or other similar Contract pursuant to which Seller has or will have incurred debts, incur debts or become a guarantor or surety, surety or pledged its credit on; on behalf of or (iii) has or will have otherwise become responsible with respect to any an undertaking of by another Person (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practicecourse); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (giv) any Contract involving a partnership, joint venture venture, or other cooperative undertaking; (hv) any Contract involving any restrictions restriction with respect to (i) any geographical the geographic area of operations; operations or (ii) scope or type of business of Orion or Merger SubSeller; (ivi) any power Contract involving the provision of attorney consulting or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for other services by or on behalf of Orion Seller, including all Contracts evidencing the In-Process Engagements and Support Engagements; (vii) all Contracts by which Seller licenses or Merger Subotherwise obtains the right to use the Intellectual Property Rights of any other Person (other than click-wrap, shrink-wrap or similar standard end-user object code licenses to commercially available off-the-shelf software) or by which Seller is restricted in its right to use or register, or licenses or otherwise permits any other Person to use or register, Intellectual Property Rights; (viii) any Contract that requires Seller to obtain the Consent of a Person upon the occurrence of a change of control or which gives a Person a right of termination, amendment, cancellation or acceleration upon the occurrence of a change of control; (ix) any Contract pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf Seller leases any material items of any Persontangible personal property; (jx) any material Contract relating pursuant to which Seller leases any corporate acquisition real property (whether by virtue of direct lease, ground lease or disposition sublease) (each, a “Material Lease”) and any additional Contract pursuant to which Seller leases any real property (whether by virtue of Orion direct lease, ground lease or Merger Subsublease) but which would not be considered material to the operation of Seller (each, an “Additional Lease” and together with the Material Leases, the “Leases”); (xi) any agreement by which Seller indemnifies or holds harmless any acquisition or disposition of any subsidiary, division, line other Person other than agreements entered into in the ordinary course of business or real property, in each case during the five years prior to the date of this Agreementconsistent with past practice; and (kxii) any Contract not specified above that is otherwise material to agreement involving the business acquisition, merger or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge purchase of the Orion Parties, Orion assets or business of a Person other than purchases of inventory and equipment in the ordinary course of business consistent with past practice. (b) Seller has made available delivered to Target true Purchaser accurate and complete copies of each document Contract set forth on Schedule 4.12. Each Contract listed or required to be listed on SCHEDULE 5.10such schedule is a legal, valid, binding, obligation of Seller and, to the Knowledge of Seller, the other Persons party thereto and is enforceable in accordance with the terms thereof, subject to the Enforceability Limitations. Seller is not in material breach or material default of any Contract, and a written description to the Knowledge of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the Seller, (i) no other party to any such Contract is in material breach or parties thereto material default thereof and (ii) no event has occurred which, with notice or lapse of time, would not have an Orion Material Adverse Effectconstitute a material breach or material default, or permit termination, modification or acceleration under any such Contract.

Contracts. SCHEDULE 5.10 (a) Section 3.17(a)(i) of the Written Schedule of Exceptions sets forth a complete and accurate list of all of the following Contracts that are (x) material to which the business Seller is a party or operations of Orion, taken as a whole, to either Orion Party; and (y) to is otherwise bound or by which any of the Orion Parties Acquired Assets are subject (and with respect to any oral Contract provides a party, by which either are bound or to which any complete description of their respective assets or properties are subject, as applicable, including but not limited to the following types terms of such Contract) (the “Scheduled Contracts:”): (ai) all notes, loans, credit agreements, mortgages, indentures, security agreements, operating leases, capital leases and other Contracts relating to Indebtedness and any collective bargaining agreementContract of suretyship or guaranty; (bii) all employment, consulting and independent contractor Contracts, and all bonus, commission, compensation, pension, insurance, retirement, deferred compensation and other plans, Contracts and other arrangements for the benefit of any Contract with any employee, consultant, advisor, officer or director of Orion or Merger SubBusiness Employee; (ciii) all Contracts involving an annual payment to or by the Seller from or to any Contract Person in excess of $25,000 individually or $50,000 in the aggregate with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract respect to act as one of the foregoing on behalf of any all Contracts with such Person; (div) all Contracts for capital expenditures or the purchase or sale of any Contract which involves asset or property of the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value Seller in excess of $10,00025,000 individually for any Person or $50,000 in the aggregate for all Contracts with such Person; (ev) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except all customer Contracts for the negotiation purchase of products or collection of negotiable instruments in transactions services from the Seller other than purchase orders received in the ordinary course of business consistent with past practice)in an amount not greater than $50,000; (fvi) any indentureall joint venture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property partnership or personal property or agreement for financing; (g) any Contract other Contracts involving a partnership, joint venture share of profits or other cooperative undertaking; (h) any Contract involving any restrictions losses with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any another Person; (jvii) all Contracts with any Contract Affiliate of the Seller; (viii) all Contracts restricting competition, solicitation or the business activities of the Seller; (ix) all Contracts pursuant to which the Seller has granted or received manufacturing rights, most favored nation pricing provisions or exclusive marketing, sales or other similar rights relating to any corporate acquisition product, service, technology, asset or disposition territory; (x) all Government Contracts and Government Bids outstanding; (xi) all sales, agency, representative, distributor, franchise or similar Contracts in excess of Orion $25,000 individually or Merger Sub$50,000 in the aggregate with respect to all Contracts with such Person ; (xii) all Contracts under which the Seller subcontracts services to a third party in excess of $25,000 individually or $50,000 in the aggregate with respect to all Contracts with such Person; (xiii) any material Contract which is terminable upon or prohibits a sale of substantially all of the assets of Seller; (xiv) all Contracts granting or permitting any Lien on any of the Acquired Assets; (xv) all Contracts with any vendors, suppliers or any acquisition contractors in excess of $25,000 individually or disposition of any subsidiary, division, line of business or real property, $50,000 in each case during the five years prior aggregate with respect to the date of this Agreementall Contracts with such Person; and (kxvi) any Contract not specified above other Contracts that is otherwise are material to the business Seller or operations the Business and have not been previously disclosed pursuant to this Section 3.17. (b) The Seller has delivered to the Buyer complete and accurate copies of Orionall Assigned Contracts and Scheduled Contracts, taken as including all amendments thereto. The Seller is not in breach or default in any material respects under the terms of any Assigned Contract and, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a whole, to either Orion Partybreach or default by the Seller nor has the Seller received any notice of any breach or default or alleged breach or default under any Assigned Contract. To the Knowledge of the Orion PartiesSeller, Orion no other party to any Assigned Contract is in default under the terms thereof, and, to the Knowledge of the Seller, there exists no event, condition or occurrence which (with or without due notice or lapse of time, or both) would constitute such a breach or default by any such party, nor has made available the Seller received any notice of any breach or default by any such party. (c) The Assigned Contracts are in full force and effect and are valid and binding obligations of the Seller and, to Target true and complete copies the Knowledge of each document listed on SCHEDULE 5.10the Seller, the other parties thereto. The Seller has not received any notice from any other party to an Assigned Contract of the termination or threatened termination thereof, nor of any claim, dispute or controversy with respect thereto, nor, to the Knowledge of the Seller, is there any basis therefor. (d) No consent of, or notice to, any third party is required under any Assigned Contract as a result of or in connection with, and a written description neither the enforceability nor any of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation the terms or provisions of any Contracts listed on SCHEDULE 5.10 at Assigned Contract will be affected in any time manner by, the execution, delivery and performance of this Agreement or any Related Agreement, or the transactions contemplated hereby or thereby, other than as disclosed in Section 3.17(a)(i) of the Written Schedule of Exceptions. (e) Except as set forth in Section 3.17(e) of the Written Schedule of Exceptions, (i) there are no non-United States citizens employed by the other party Seller or parties thereto would not any of its Affiliates actively working on any Government Contract nor are there any employees or contractors working on Government Contracts outside of the United States, (ii) the final indirect rate submissions, including all support schedules, submitted to any Governmental Authority with respect to Government Contracts have an Orion Material Adverse Effectbeen approved and (iii) to the extent required by Law, all Government Contracts have been awarded, and all Government Bids have been submitted, under a full and open procurement process without preferential treatment of any kind. To the Knowledge of the Seller, there exists no basis for a claim of any liability by any Governmental Authority as a result of defective cost and pricing data submitted to such Governmental Authority, including any such data relating to liabilities accrued on the Seller’s books or in its financial accounts for deferred compensation to any Business Employee. To the Knowledge of the Seller, no audit or review of any Government Contract will likely result in the disallowance of, or claim for, any amount paid or payable to the Seller under such Government Contract, whether as a result of excess payments, excess profit recapture or otherwise.

Contracts. SCHEDULE 5.10 (a) Schedule 2.10(a) sets forth a true, correct and complete list of all Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts:categories (Contracts disclosed on (a) are hereafter referred to as "Material Contracts"): (i) Employment contracts and severance agreements, including, without limitation, Contracts (A) to employ or terminate executive officers or other personnel and other contracts with present or former employees of the Business currently in effect or (B) that will result in the payment by, or the creation of any collective bargaining agreementcommitment or obligation (absolute or contingent) to pay on behalf of Seller or the Company any severance, termination, "golden parachute," or other similar payments to any present or former employees of the Business following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (bii) any Contract with any employeeMaterial distribution, consultantfranchise, advisorlicense, officer sales, commission, consulting agency or director of Orion or Merger Subadvertising contracts which are not cancelable on thirty (30) calendar days notice; (ciii) Material options to buy or sell any Contract with a sales representativeproperty, manufacturer’s representativereal or personal, distributor, dealer, broker, sales agency, advertising agency or other Person engaged included in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any PersonAssets; (div) any Contract which involves the payment Contracts, NVOC Contracts and OCC Contracts each individually involving aggregate expenditures of $100,000 or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value aggregate receipts in excess of $10,0001,000,000; (ev) Contracts containing covenants limiting the freedom of the Company to compete with any Contract pursuant to which either Orion Party (i) has made or will make Person during any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for period following the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice)Closing; (fvi) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing;Partnership and joint venture agreements related to the Business; and (gvii) any Contract involving a partnership, joint venture Commitments for capital expenditures that have been approved or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years made prior to the date of this Agreement; andAgreement in excess of $250,000 by Seller in respect of the Business or the Company and that remain outstanding as of the date hereof. (kb) any Contract not specified above that is otherwise material Each of Seller, the Company, NVOC or OCC (as applicable) has furnished or shall have made available to Buyer prior to the business Closing a true and correct and complete copy of each Material Contract. Each Material Contract assigned or operations to be assigned (i) by Seller to the Company pursuant to the ACA, (ii) by NVOC to the Company pursuant to the NVOC Asset Purchase Agreement, or (iii) by OCC to the Company pursuant to the OCC Asset Purchase Agreement, is valid and in full force and effect according to its terms. Except in regard to collective bargaining agreements (which is the subject of OrionSection 2.15), taken each of Seller, the Company, NVOC, or OCC (as a wholeapplicable) has duly performed all of its material obligations under such Material Contracts to the extent those obligations to perform have accrued and no material violation of, to either Orion Partyor material default or breach under, such Material Contracts by Seller, the Company, NVOC or OCC (as applicable) has occurred. To the Knowledge of Seller, the Orion PartiesCompany, Orion NVOC or OCC (as applicable), the other parties to any of the Material Contracts are not in material default or breach under any such Material Contract nor has made available to Target true and complete copies Seller, the Company, NVOC or OCC received notice that with notice or lapse of each document listed on SCHEDULE 5.10, and a written description time or both such other parties would be in violation or breach of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of or default under any such Material Contract. (c) Except for those Material Contracts listed on SCHEDULE 5.10 at Schedule 2.10(c), no Material Contract assigned to the Company pursuant to the Asset Contribution Agreement, assigned by NVOC to the Company pursuant to the NVOC Asset Purchase Agreement or assigned by OCC to the Company pursuant to the OCC Asset Purchase Agreement requires the consent of any time by the other party thereto to effectuate the assignment thereof to the Company or parties thereto its subsidiaries. (d) Except as indicated on Schedule 2.10(d), neither Seller nor the Company has received written notice of any actual or threatened termination, cancellation, or limitation of, or any amendment, modification, or change to (i) any Material Contract, (ii) the business relationship of Seller or the Company with any customer, distributor or related group of customers or distributors whose purchases individually or in the aggregate are material to the operations and financial condition of the Business, (iii) the requirements of any customer or related group of customers of Seller or the Company whose purchases individually or in the aggregate are material to the operations and financial condition of the Business, or (iv) the business relationship of Seller or the Company with any material supplier to the Business, which termination, cancellation, limitation, amendment, modification or change would not have an Orion a Material Adverse Effect.

Contracts. SCHEDULE 5.10 sets forth (a) Except as disclosed in Schedule 3.1.10, neither the Company nor any Subsidiary is a list of all Contracts that are (x) material party to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsby: (ai) any collective bargaining agreementlease (whether of real or personal property) providing for annual rentals of $25,000 or more that cannot be terminated on not more than 60 days' notice without payment by the Company or any Subsidiary of any material penalty; (bii) any Contract with any employeeagreement for the purchase or license of materials, consultantsupplies, advisorgoods, officer or director of Orion or Merger Sub; (c) any Contract with a sales representativeservices, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency equipment or other Person engaged in sales, distributing assets providing for either (i) annual payments by the Company and the Subsidiaries of $25,000 or promotional activities, more or any Contract to act as one (ii) aggregate payments by the Company and the Subsidiaries of the foregoing on behalf of any Person; (d) any Contract which involves the payment $25,000 or receipt of cash or other property, an unperformed commitment or goods or servicesmore, in each case having a value in excess that cannot be terminated on not more than 60 days' notice without payment by the Company or any Subsidiary of $10,000any material penalty; (eiii) any Contract pursuant to which either Orion Party (i) has made sales, distribution, lease or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except other similar agreement providing for the negotiation sale or collection lease by the Company or any Subsidiary of negotiable instruments in transactions in materials, supplies, goods, services, equipment or other assets (whether of real or personal property) that provides for annual payments to the ordinary course Company and the Subsidiaries of business consistent with past practice)$25,000 or more; (fiv) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property cooperative development agreement or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertakingsimilar agreement or arrangement; (hv) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any the acquisition or disposition of any subsidiarymaterial business (whether by merger, divisionsale of stock, line sale of business assets or real propertyotherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, in each case during the five years prior whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (A) with an outstanding principal amount not exceeding $25,000 or (B) entered into subsequent to the date of this Agreement; andAgreement as permitted by Section 3.1.8(d); (kvii) any Contract not specified above agreement that is otherwise material limits the freedom of the Company or any Subsidiary to the compete in any line of business or operations with any Person or in any area; or (viii) any agreement with any Seller or any Affiliate of Orionany Seller that will bind the Company or any Subsidiary after the Closing. (b) Each agreement, taken contract, plan, lease, arrangement or commitment required to be disclosed pursuant to this Section is a valid and binding agreement of the Company or a Subsidiary, as a wholethe case may be, and is in full force and effect, and none of the Company, any Subsidiary or, to either Orion Party. To the Knowledge of the Orion PartiesCompany or Sellers, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed any other party thereto is contained on SCHEDULE 5.10. The cancellation in default or breach in any respect under the terms of any Contracts listed on SCHEDULE 5.10 at any time by the other party such agreement, contract, plan, lease, arrangement or parties thereto would not have an Orion Material Adverse Effectcommitment.

Contracts. SCHEDULE 5.10 (a) Schedule 4.06(a) sets forth a list of all of the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are Company is a party, party or by which either are it is bound or to which Seller or any of their respective assets or properties are subject, as applicable, including but not limited its Affiliates is a party to the following types of extent primarily related to the Facility (such Contracts required to be listed on Schedule 4.06(a), whether or not actually listed, the “Material Contracts:”): (ai) any collective bargaining agreementContract requiring payments, either individually or in the aggregate, in excess of $50,000 per annum; (bii) any Contract under which it has created, incurred, assumed or guaranteed any Debt; (iii) any Contract for the purchase or sale of equipment or services in excess of $50,000; (iv) any Contract concerning a partnership or joint venture; (v) any Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit or restrict the Company from freely engaging in business anywhere in the world or prohibiting or limiting the solicitation of the employees or contractors of any other Person; (vi) any Contract requiring the Company to purchase or sell a stated portion of the requirements or outputs of the business or that contain “take or pay” provisions; (vii) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger SubGovernmental Authority; (cviii) any Contract with for the employment of any individual on a sales representativefull-time, manufacturer’s representativepart-time, distributor, dealer, broker, sales agency, advertising agency consulting or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value basis providing annual compensation in excess of $10,00050,000 or providing severance benefits; (eix) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect granting to any undertaking Person rights to purchase any of another the assets, Interests or business of the Company (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practiceother than this Agreement); (fx) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease Contract terminable by the other party upon a change of real property or personal property or agreement for financingcontrol of the Company; (gxi) any Contract involving a partnershipunder which the Company has advanced or loaned any amount to any Person other than advances to directors, joint venture or other cooperative undertakingofficers and employees in the Ordinary Course; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (jxii) any Contract relating to any corporate acquisition surety bond or disposition letter of Orion or Merger Sub, or credit required to be maintained by the Company; (xiii) any acquisition or disposition Contract granting any power of any subsidiary, division, line of business or real property, in each case during the five years prior attorney with respect to the date affairs of this Agreementthe Company; and (kxiv) any Contract not specified above that is otherwise material to between the business Company, on the one hand, and Seller or operations any of Orionits Affiliates (other than the Company), taken as a whole, to either Orion Party. To on the Knowledge of the Orion Parties, Orion other hand. (b) Seller has made available to Target Purchaser copies of, or access to, true and complete copies of all Material Contracts (as amended to date). (c) Except as set forth on Schedule 4.06(c) hereto, each document listed on SCHEDULE 5.10Material Contract is a legal, valid and binding obligation of the Company, Seller or an Affiliate, as applicable, and, to the Knowledge of Seller, the other parties thereto, enforceable against the Company, Seller or an Affiliate, as applicable, and, to the Knowledge of Seller, the other parties thereto in all material respects in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and general equitable principles regardless of whether considered in a proceeding at law or in equity. (d) Neither the Company nor, to the Knowledge of Seller, any other party to a Material Contract is in breach or default thereunder, and to the Knowledge of Seller, no event has occurred that, with lapse of time, notice or action by a written description of each oral arrangement so listed third party, would constitute a breach or default, or permit termination, modification or acceleration, under any Material Contract to which the Company is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other a party or parties thereto would by which it is bound or to which its assets or property is subject. No party has repudiated any material provision of the Material Contracts. (e) Schedule 4.06(e) sets forth a list of the Contracts to which Seller or any of its Affiliates is a party that (i) are not have an Orion Material Adverse Effectprimarily related to the Facility and (ii) are necessary to enable the operation of the Facility (collectively the “Shared Contracts”).

Contracts. SCHEDULE 5.10 sets forth a list (i) Section 3.2(n)(i) of all the Disclosure Schedule lists the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which the Company is a party (each a “Company Contract”) (1) Company Contracts relating to any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value Company Indebtedness in excess of $10,000; 500,000 or a guarantee of any such obligation, together with any hedge or swap agreements or similar arrangements; (2) Company Contracts concerning completed (since January 1, 2020) or pending transfers of Mortgage Loans or mortgage servicing rights by the Company to another Person (other than any Company Contract for which the sole remaining obligations pertain to advances, servicing transfers, indemnification, and repurchase obligations); (3) any Company Contract that by its terms limits the payment of dividends or distributions by the Company; (4) any Company Contract that is a joint venture or partnership agreement; (5) any Company Contract that grants any right of first refusal or right of first offer or similar right to third parties or that limits or purports to limit the ability of the Company in any material respect to pledge, sell, transfer or otherwise dispose of any material amounts of assets or business; (6) any Company Contract providing for any material future payments that are conditioned, in whole or in part, on a change of control with respect to the Company; (7) material agency, broker, sale representative, marketing, referral, affinity, lead-generation or similar Company Contracts; (8) any Company Contract that contains noncompetition or exclusivity provisions or a “most favored nation” clause obligating the Company to change the material terms and conditions of such Contract based on better terms or conditions provided to other parties in similar contracts; (9) Company Contracts, other than this Agreement and any Ancillary Agreements, that commit Holdings or the Company to consummate (A) any merger or business combination concerning the Company, (B) the acquisition by the Company of all or substantially all of the capital stock or assets or any material branch offices of any other Person, or (C) the disposition by the Company of all or substantially all of its assets to any other Person; (10) any written Company Contract with any (A) manager, director, corporate officer, employee, shareholder, or Affiliate of the Company (other than a loan officer of the Company) involving base salary or annual fees in excess of $150,000 per year (other than offer letters to employees made in the Ordinary Course of Business) or (B) loan officer of the Company involving payments or compensation in excess of $250,000 per year, in each case, that is currently in effect or for which outstanding amounts are or are reasonably expected to become due and payable; (11); other Company Contracts involving aggregate annual expenditures or revenues of the Company in excess of $100,000; (12) Servicing Agreements and any other Contract with a Governmental Entity; and (13) Company Contracts related to the license of material Company Intellectual Property, excluding (a) non-exclusive licenses for off-the-shelf Software; (b) licenses for open source Software; (c) licenses for Software or other IP Rights embedded in any equipment, fixtures, components, or finished products; (d) non-exclusive implied licenses of IP Rights granted to the Company; (e) any Contract pursuant licenses granted to which either Orion Party third parties in the Ordinary Course of Business; (if) has made or will make any loans or advanceslicenses entered into with customers in the Ordinary Course of Business; and (g) non-exclusive licenses that are not the primary purpose of the applicable contract. (ii) The Company has delivered to Buyer a correct and complete copy of each written Material Contract, together with all amendments, exhibits, attachments, waivers or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or other changes thereto. Section 3.2(n)(ii) of the Disclosure Schedule contains an accurate and complete description of all material terms of all oral Material Contracts. (iii) has or will have otherwise become responsible Each Material Contract is legal, valid, binding and enforceable against the Company in accordance with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real propertyits terms, in each case during the five years prior to the date of this Agreement; full force and effect and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of Holdings, binding upon the Orion Partiesother parties thereto. Except as set forth in Section 3.2(n)(iii) of the Disclosure Schedule, Orion (1) no Material Contract has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time been materially breached or cancelled by the Company or, to the Knowledge of Holdings, any other party thereto; (2) the Company has performed all material obligations under such Material Contracts required to be performed by the Company; (3) to the Knowledge of Holdings, there is no event which, upon giving of notice or parties thereto lapse of time or both, would constitute a material breach or default under any such Material Contract or would permit the termination, modification or acceleration of such Material Contract; and (4) the Company has not have an Orion assigned, delegated or otherwise transferred to any Person any of its rights, title or interest under any such Material Adverse EffectContract.

Contracts. SCHEDULE 5.10 sets forth Schedule 3.12 of the Disclosure Schedules contains a true, complete and accurate list of all Contracts that are (x) material by reference to the business or operations of Orion, taken applicable subsection hereof) as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any date of their respective assets or properties are subject, as applicable, including but not limited to this Agreement of the following types of (each, a “Material Contract” and collectively, the “Material Contracts:”): (a) each Contract that requires the Company to pay, or entitles the Company to receive, or could result in obligations of the Company in the amount of, in the aggregate, $50,000 or more in any collective bargaining agreementcalendar year; (b) each Contract that restricts the Company or any Contract of its present Affiliates from competing with or engaging in any employeebusiness activity anywhere in the world or soliciting for employment, consultant, advisor, officer hiring or director of Orion or Merger Subemploying any Person; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any each Contract to act acquire or dispose (by merger, division, conversion, consolidation, purchase or sale of assets or stock or otherwise) of material assets, as one of to which the foregoing on behalf of any PersonCompany has continuing material obligations or material rights; (d) any each Contract which involves concerning a joint venture, strategic alliance, collaboration or partnership agreements, or the payment or receipt sharing of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000profits; (e) each Contract whereby the Company leases, subleases, licenses, or otherwise holds any rights to use or occupy any interest in real property (the “Real Property Leases”); (f) each Contract with respect to Indebtedness; (g) each Contract with any Governmental Authority; (h) each Contract that includes a license of, or covenant not to sxx with respect to Intellectual Property (i) from the Company to any third party (excluding non-exclusive licenses to customers and end users granted in the ordinary course of business), and (ii) to the Company from any third party (excluding generally commercially available, off the shelf software programs licensed to the Company pursuant to a shrink-wrap or “click to accept” agreements), in each case, which are material to its business as currently conducted (collectively, the “Company IP Agreements”); (i) each Contract pursuant to which either Orion Party the Company leases, licenses or otherwise authorizes another Person to use, distribute, sell, resell or incorporate any Company Intellectual Property; (ij) has made each Contract that contains any fixed or will make any loans indexed pricing, “most-favored nation” pricing or advances; (ii) has similar pricing terms or will have incurred debtsprovisions regarding minimum volumes, volume discounts, or become a guarantor or surety, or pledged its credit on; or rebates; (iiik) has or will have otherwise become responsible each Contract with respect to bonus or other incentive compensation, deferred compensation, equity purchase award, salary continuation, pension, profit sharing or retirement plan; (l) each Contract with any undertaking current Service Providers; (m) each Contract with a Related Party; (n) each Contract that is not terminable by the Company with notice of another 90 days or less without penalty; (except for o) each Contract that grants any Person other than the Company any rights of first refusal, rights of first negotiation or collection similar rights; (p) each Contract that contains indemnification obligations of negotiable instruments in transactions the Company; (q) each Government Contract (including each Contract required to be listed on Schedule 3.28); and (r) each Contract not made in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property practice or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material material. True, complete and correct copies of the Contracts listed or required to be listed on Schedule 3.12 of the Disclosure Schedules, together with all modifications and amendments thereto, have previously been delivered or made available to Parent, or, to the business extent any of such Contracts are oral, Schedule 3.12 of the Disclosure Schedules contains a description of the material terms thereof. Each Material Contract is in full force and effect, is valid, binding and enforceable in accordance with its terms, subject only to the Bankruptcy and Equity Exception. Except as set forth on Schedule 3.12 of the Disclosure Schedules, the Company is not in breach or operations of Oriondefault, taken as a wholenor, to either Orion Party. To the Knowledge of the Orion PartiesCompany, Orion has made available any event occurred which with the giving of notice or the passage of time or both would constitute a breach or default by the Company of, or which would give rise to Target true and complete copies any right of each document listed on SCHEDULE 5.10notice, modification, acceleration, payment, cancellation or termination of or by another party under, or in any manner release any party thereto from, any obligation under, any Material Contract and, to the Knowledge of the Company, no counterparty is in breach or default, and no event has occurred which with the giving of notice or the passage of time or both would constitute a written description breach or default by any other party, or which would give rise to any right of each oral arrangement so listed is contained on SCHEDULE 5.10notice, modification, acceleration, payment, cancellation or termination of or by the Company under, or in any manner release any party thereto from any obligation under, any Material Contract. Since its incorporation, the Company has not received any notice or communication regarding any violation or breach of, or default under any Material Contract. The cancellation of Company has not been notified in writing by any Contracts listed on SCHEDULE 5.10 at counterparty to any time by the other party Material Contract that such counterparty is terminating, modifying, repudiating or parties thereto would not have an Orion Material Adverse Effectrescinding, or intends to terminate, modify, repudiate or rescind such Contract.

Contracts. SCHEDULE 5.10 (a) Schedule 3.19 sets forth a complete and correct list of all Contracts that are each of the following contracts (x) material to the business including any amendment, supplement or operations of Orionmodification, taken as a wholewhether written or verbal, to either Orion Party; and (ythereto) to which Seller is a party and which relates to the Business or any of the Orion Purchased Assets (each, a “Material Contract“) other than those which have terminated in accordance with their terms or by consent of the Parties are thereto (and which have no continuing rights or obligations thereunder): (i) any financial services agreement, transmitter agreement and similar agreement entered into by Seller in connection with the conduct of the Business; (ii) any contract entered into by Seller and a party, Key Customer; (iii) any agreement entered into by which either are bound or Seller relating to the outsourcing of customer service; (iv) any voice response unit and maintenance agreement entered into by Seller; (v) any agreement pursuant to which Seller engaged a collection agency on its behalf; (vi) any of their respective assets or properties are subject, as applicablecredit reporting agreement entered into by Seller, including but not limited to the following types of Contracts: (a) any collective bargaining agreementLexis Nexis and Experian credit reporting agreements; (bvii) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Subagreement entered into between Seller and a temporary staffing agencies regarding temporary employment by Seller; (cviii) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency all agreements relating to the destruction or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one retention and preservation of the foregoing on behalf of any Persondocuments; (dix) any Contract which involves agreements relating to disaster recovery; (x) any agreement relating to lobbying activities of Seller or any Person engaged by Seller in connection with the payment conduct of the Business; (xi) any agreements relating to telephones and communication systems used by Seller in the conduct of the Business; (xii) all mystery shop and customer survey agreements; (xiii) any contract for the purchase, sale or receipt license of cash materials, supplies, goods, services, equipment or other propertyassets or rights (including Intellectual Property) that provides for, an unperformed commitment or goods for which transactions entered into or made pursuant thereto have generated, either (A) annual payments by Seller of $20,000 or more or (B) aggregate payments during the term of such contract or agreement by such entity of $50,000 or more; (xiv) any sales, distribution or other similar contract providing for the sale by Seller of materials, supplies, goods, services, in each case having a value equipment or other assets or rights (including Intellectual Property) that provides for, or for which transactions entered into or made pursuant thereto have generated, either (A) annual payments to Seller of $20,000 or more or (B) aggregate payments during the term of such contract or agreement to such entity of $50,000 or more; (xv) any contract relating to or affecting the use of any Scheduled Tangible Personal Property which involve annual rental maintenance or other payments in excess of $10,000; (exvi) any Contract pursuant contract pertaining to which either Orion Party the use or license of any Scheduled Intellectual Property that involves annual payments in excess of $10,000; (ixvii) has made any joint venture, partnership, limited liability company or will make other agreement involving a sharing of profits, losses, costs or liabilities by Seller with any loans other Person; (xviii) any mortgage, indenture, security agreement, guaranty, letter of credit or advances; other agreement or instrument relating to the borrowing of money or extension of credit (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions other than accounts receivable and accounts payable in the ordinary course of business consistent with past practicepractice or security therefor); (fxix) any indenturecontracts, credit agreementagreements, loan agreement, note, mortgage, security agreement, lease purchase orders or contract awards with Governmental Entities reasonably anticipated to involve payments to or by Seller of real property or personal property or agreement for financingmore than $10,000 annually; (gxx) any Contract involving a partnershipcontracts imposing confidentiality obligations on Seller or any of its Affiliates or any of their employees, joint venture or other cooperative undertakingofficers and agents thereof; (hxxi) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger SubLease; (ixxii) any power of attorney or agency non-competition agreement or arrangement with any Person pursuant other agreement or obligation which purports to which such Person is granted limit (A) the authority to act for or on behalf of Orion or Merger Submanner in which, or pursuant the localities in which, the Business may be conducted or (B) the ability of Seller to which Orion or Merger Sub are granted the authority to act for or on behalf provide any type of any Person; (j) any Contract service relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this AgreementBusiness; and (kxxiii) any contract that grants any Person the exclusive right to sell products or provide services within any geographical region. (b) With respect to each Material Contract, except as set forth in Schedule 3.19]: (i) such Material Contract not specified above that is otherwise material the legal and valid obligation of Seller and, to the business or operations knowledge of OrionSeller, taken as a wholeof each other party thereto, and constitutes the binding and enforceable obligation of Seller and, to either Orion Partythe knowledge of Seller, of each other party thereto, in accordance with its terms; (ii) such Material Contract has not been terminated, and Seller is not, nor, to the knowledge of Seller, is any other Person, in breach or default thereunder and, to the knowledge of Seller, no event has occurred (including any event that with notice or lapse of time, or both) that would constitute a material breach or default, or permit termination, modification in any manner adverse to Purchaser or the Business or acceleration thereunder; (iii) to the knowledge of Seller, no party has asserted nor has (except by operation of Law) any right to offset, discount or otherwise xxxxx any amount owing under such Material Contract except as expressly set forth in such contract; and (iv) no written amendments or modifications have been made thereto except those, if any, reflected in the copies previously furnished to Purchaser. To the Knowledge None of the Orion Partiesrights of Seller under the Material Contracts have been assigned (including by an absolute assignment of rents or contracts) or collaterally assigned, Orion has made available to Target true and complete copies assigned for the purpose of each document listed on SCHEDULE 5.10granting security, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of or are affected by any Contracts listed on SCHEDULE 5.10 at any time by the other party security interest or parties thereto would not have an Orion Material Adverse Effectsimilar encumbrance.

Contracts. SCHEDULE 5.10 sets forth a list of all Contracts that are (xa) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any Section 3.15 of the Orion Parties are Company Disclosure Letter lists each Contract (other than Company Plans listed with respect to Section 3.10(a) and Contracts entered into in connection with a party, by which either are bound or to which any Permitted Asset Disposition) of their respective assets or properties are subject, as applicable, including but not limited to the following types to which the Company or any of Contractsits Subsidiaries is a party: (ai) any collective bargaining agreementContract 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 or disclosed by the Company on a Current Report on Form 8-K; (bii) any Contract that materially limits the ability of the Company or any of its Subsidiaries (or, following the consummation of the Mergers and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Company) to compete in any line of business or with any Person or in any geographic area, or that restricts the right of the Company and its Subsidiaries (or, following the consummation of the Mergers and the other transactions contemplated by this Agreement, would limit the ability of Parent or any of its Subsidiaries, including the Surviving Company) to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third Person “most favored nation” status or any type of special discount rights; (iii) any Contract with any employeerespect to the formation, consultantcreation, advisoroperation, officer management or director control of Orion a joint venture or Merger Sub; (c) any Contract partnership with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any another Person; (div) any Contract which involves relating to Indebtedness incurred by the payment Company or receipt any of cash or other propertyits Subsidiaries, an unperformed commitment or goods or services, in each case having a value in excess of $10,000except for Permitted Indebtedness; (ev) any Contract pursuant to which either Orion Party involving the acquisition or disposition, directly or indirectly (iby merger or otherwise), of assets or capital stock or other equity interests for aggregate consideration (in one or a series of transactions) has made under such Contract of $500,000 or will make any loans more (other than acquisitions or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking dispositions of another (except for the negotiation or collection of negotiable instruments in transactions inventory in the ordinary course of business consistent with past practice); (fvi) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease Contract (other than Contracts with employees and individual independent contractors) that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of real property or personal property or agreement for financingmore than $500,000 over the remaining term of such Contract; (gvii) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, Company or any acquisition of its Subsidiaries has continuing guarantee, “earn-out” or disposition of any subsidiary, division, line of business or real propertyother contingent payment obligations, in each case during the five years prior to the date that could result in payments in excess of this Agreement; and$500,000; (kviii) any Contract not specified above that is otherwise a license agreement (including all regional licensing transactions), covenant not to sue agreement or co-existence agreement or similar agreement that is material to the business or operations of Orionthe Company and its Subsidiaries, taken as a whole, to either Orion Party. To which the Knowledge Company or any of its Subsidiaries is a party and licenses in Intellectual Property owned by a third party or licenses out Intellectual Property owned by the Company or its Subsidiaries or agrees not to assert or enforce Intellectual Property owned by the Company or such Subsidiary, other than non-exclusive Contracts entered into in the ordinary course of business of the Orion PartiesCompany consistent for past practices for generally commercially available services, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10software, and products; (ix) any Contract that obligates the Company or any of its Subsidiaries to make (A) any loan, or (B) any capital commitment or expenditure, except, in the case of clause (B), in the ordinary course of business consistent with practice and in an aggregate amount not greater than $500,000; (x) any Contract that requires a written description consent to or otherwise contains a provision relating to a “change of each oral arrangement so listed is contained control” that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; or (xi) any Contract with a top ten (10) supplier of the Company based on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time aggregate amounts paid by the Company and its Subsidiaries during the twelve (12)-month period ended December 31, 2023 or a top five (5) customer of the Company based on revenue earned during the twelve (12)-month period ended December 31, 2023. Each contract of the type described in clauses (i) through (xi) is referred to herein as a “Material Contract.” (b) Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto (as applicable) and, to the knowledge of the Company, any other party thereto. Except as would not, individually or parties thereto would not in the aggregate, reasonably be expected to have an Orion a Material Adverse Effect, there is no default under any Material Contract by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries party thereto or, to the knowledge of the Company, any other party thereto.

Contracts. SCHEDULE 5.10 (a) Schedule 5.19 sets forth a list of all Contracts that are (x) material written agreements, arrangements or commitments to the business which Skypersonic or operations of Orion, taken as any Subsidiary is a whole, to either Orion Party; and (y) to party or by which any of the Orion Parties are a party, by which either are its assets is bound or affected (all such contracts, agreements, arrangements or commitments as are required to which any of their respective assets or properties are subjectbe set forth on Schedule 5.19 being referred to herein collectively as the “Contracts”), as applicableincluding, including but not limited without limitation with respect to the following types of ContractsSkypersonic and each Subsidiary: (a) any collective bargaining agreement; (b) any Contract each partnership, joint venture or similar agreement of Skypersonic and each Subsidiary with any employee, consultant, advisor, officer or director of Orion or Merger Subanother Person; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency each contract or other Person engaged in sales, distributing or promotional activities, agreement under which Skypersonic or any Contract to act as one Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness of the foregoing more than US$25,000 in principal amount or under which Skypersonic or any Subsidiary has imposed (or may impose) a Lien on behalf any of any Personits assets, whether tangible or intangible securing indebtedness in excess of US$25,000; (d) any Contract each contract or agreement which involves the an aggregate payment or receipt commitment per contract or agreement on the part of cash or other property, an unperformed commitment or goods or services, in Skypersonic and each case having a value in excess Subsidiary of $10,000more than US$25,000 per year; (e) each contract or agreement which involves or contributes to Skypersonic or any Contract pursuant to Subsidiary, aggregate annual remuneration which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking exceeds 5% of another (except such Company’s consolidated annual net revenues for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice)twelve months ended December 31, 2018 and 2019; (f) all leases and subleases from any indenturethird person to Skypersonic or any Subsidiary, credit agreement, loan agreement, note, mortgage, security agreement, in each case requiring annual lease payments in excess of real property or personal property or agreement for financingUS$25,000; (g) each contract or agreement to which such Skypersonic or any Contract involving Subsidiary or any of its Affiliates is a partnershipparty limiting the right of Skypersonic or any Subsidiary (i) to engage in, joint venture or other cooperative undertakingto compete with any person in, any business, including each contract or agreement containing exclusivity provisions restricting the geographical area in which, or the method by which, any business may be conducted by such Company or (ii) to solicit any customer or client; (h) any Contract involving any restrictions with respect all collective bargaining or other labor union contracts or agreements to (i) any geographical area of operations; which such Company is a party or (ii) scope applicable to persons employed by Skypersonic or type of business of Orion or Merger Subsuch Subsidiary; (i) any power of attorney all licenses, licensing agreements and other agreements providing in whole or agency agreement or arrangement with any Person pursuant to which such Person is granted part for the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf use of any Person;Intellectual Property of Skypersonic or such Subsidiary; and (j) any Contract relating to any corporate acquisition all other contracts or disposition of Orion agreements which individually or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise aggregate are material to Skypersonic or such Subsidiary or the business conduct of its business, other than those which are terminable upon no more than 30 days’ notice by such Company without penalty or operations other adverse consequence. Schedule 5.19 further identifies each of Orionthe Contracts which contain anti-assignment, taken as change of control or notice of assignment provisions. The Contracts are each in full force and effect and are the valid and legally binding obligations of Skypersonic and each Subsidiary which is a whole, to either Orion Partyparty thereto. To the Knowledge of Principal Sellers and the Orion PartiesCompany, Orion has made available neither Skypersonic nor any Subsidiary is a party to, nor is its business or any of its assets bound by, any oral agreement. Neither Skypersonic nor any Subsidiary is in default under any Contract to Target true and complete copies of each document listed on SCHEDULE 5.10which it is a party, and no event has occurred which with the giving of notice or lapse of time or both would constitute such a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectdefault.

Contracts. SCHEDULE 5.10 Each correspondingly lettered section of Schedule 4.14 sets forth a true, correct and complete list of all the following Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) currently in force to which any of the Orion Parties are Company is a party, by or under which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts:Company has continuing liabilities and/or obligations (other than the Company Benefit Plans set forth on Schedule 4.17(a) and the insurance policies on Schedule 4.19): (a) bonds, debentures, notes, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other Contracts relating to the borrowing of money or the deferred purchase price of property or binding upon any collective bargaining agreementproperties or assets (real, personal or mixed, tangible or intangible); (b) any Contract Contracts that were not entered into in the ordinary course of business, consistent with any employee, consultant, advisor, officer or director of Orion or Merger Subpast practice; (c) any Contract with a sales representativeleases relating to the Leased Real Property, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf leases of any Personpersonal property, and all other Contracts involving any properties or assets (whether real, personal or mixed, tangible or intangible), involving an annual commitment or payment of or performance having a value of more than $5,000 by the Company; (d) Contracts that (i) limit or restrict the Company or any Contract which involves officers, directors, employees, Securityholders, agents or representatives of the Company (in their capacity as such) from engaging in any business or other activity in any jurisdiction, (ii) create or purport to create any exclusive or preferential relationship or arrangement, or (iii) otherwise restrict or limit the Company’s ability to operate or expand the Business, or (iv) impose, or purport to impose, any obligations or restrictions on Affiliates of the Company; (e) Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment or receipt by the Company of cash or other property, an unperformed commitment or goods or services, in each case having a value amount in excess of $10,000; (ef) Contracts that provide for any Contract pursuant payment or benefit upon the execution hereof or the Closing or in connection with the transactions contemplated hereby, including accelerated vesting or other similar rights; (g) Contracts granting any Person a Lien on all or any part of any properties or assets of the Company; (h) Contracts granting to which either Orion Party any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any assets of the Company; (i) Contracts with any agent, distributor or representative that is not terminable without penalty on thirty (30) days or less notice; (j) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has made the right to receive a royalty, license fee, franchise fee or will make any loans or advances; similar payment; (iik) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or Contracts (iiii) has or will have otherwise become responsible with respect to Company Intellectual Property licensed or transferred to any undertaking of another third party (except for the negotiation or collection of negotiable instruments in transactions other than end user Licenses in the ordinary course of business consistent with past practice); (fbusiness) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope pursuant to which a third party has licensed or type of business of Orion or Merger Subtransferred any Company Intellectual Property to the Company; (il) any power of attorney Contracts providing for the indemnification or agency agreement or arrangement with any Person pursuant to which such Person is granted holding harmless by the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf Company of any officer, director, employee or other Person; (jm) Joint venture or partnership Contracts or Contracts entitling any Contract relating Person to any corporate acquisition profits, revenues or disposition cash flows of Orion the Company or Merger Subrequiring payments or other distributions based on such profits, revenues or cash flows; (n) Contracts with Customers or Suppliers; (o) Outstanding powers of attorney empowering any acquisition Person to act on behalf of the Company; (p) Contracts with any Governmental Entity; (q) Employment Agreements; (r) Contracts with any independent contractor or disposition consultant which involve annual payment in excess of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement$10,000; and (ks) any Contract not specified above Contracts (other than those described in subsections (a) through (r) of this Section 4.14) to which the Company is a party or by which its properties or assets are bound (i) involving an annual commitment or annual payment to or from the Company of more than $15,000 individually or (ii) that is otherwise are material to the business Company, individually or operations in the aggregate. True, correct and complete copies of Orionall Contracts have been provided to ExamWorks in the data room. The Contracts are legal, taken valid, binding and enforceable in accordance with their respective terms with respect to the Company, except as a wholesuch enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles and, to either Orion Party. To the Knowledge of the Orion PartiesCompany, Orion has made available each other party thereto. There is no existing material default or breach of the Company or under any Contract (or event or condition that, with notice or lapse of time or both could constitute a material default or breach) and, to Target true and complete copies the Knowledge of each document listed the Company, there is no such material default (or event or condition that, with notice or lapse of time or both, could constitute a material default or breach) with respect to any third party to any Contract. There is no term, obligation, understanding or agreement that would modify any term of a Contract or any right or obligation of a party thereunder which is not reflected on SCHEDULE 5.10, and a written description the face of each oral arrangement so listed is contained on SCHEDULE 5.10such Contract. The cancellation Company is not participating in any discussions or negotiations regarding modification of or amendment to any Contracts listed on SCHEDULE 5.10 at Contract or entry in any time by the other party or parties thereto would not have an Orion Material Adverse Effectnew Contract.

Contracts. SCHEDULE 5.10 sets (a) Section 2.11(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of all each of the following Contracts that are (x) material to the business which either Seller is a party or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of ContractsAssets is bound: (ai) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to employment or the termination of employment of, any collective bargaining agreementEmployee; (bii) any Business Contract with (excluding Real Property Leases and Personal Property Leases) for the purchase of materials, supplies, services, equipment or other assets, in each case relating primarily to the Business, providing for annual or aggregate remaining payments by the Sellers under any employee, consultant, advisor, officer such Business Contract of $100,000 or director of Orion or Merger Submore; (ciii) other than Customer Contracts entered into in the ordinary course and other than the Contracts described in Section 2.11(a)(vi), any Business Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one for the sale by Sellers of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess relating primarily to the Business, providing for annual or aggregate payments to Sellers of $10,000100,000 or more; (eiv) any Business Contract of any Seller as borrower 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 either case relating primarily to the Business, except any such agreement with an aggregate outstanding principal amount not exceeding $100,000 which may be prepaid on not more than ten days' notice without the payment of any penalty; (v) any Business Contract entered into primarily in connection with the Business that limits the freedom of any Seller to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Asset and which would so limit the freedom of Purchaser after the Closing Date; and (vi) any Contract pursuant between Sellers and the fully disclosed clearing brokers relating to which either Orion Party the FDC Business. (ib) has made Each Contract required to be disclosed in Section 2.11(a) of the Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms, of the Seller and of each other party thereto; and except as disclosed in Section 2.11(b) of the Disclosure Schedule neither Seller nor, to the Knowledge of Sellers, any other party to such Contract is in violation or will make breach of or default under any loans such Contract (or advances; (iiwith notice or lapse of time or both, would be in violation or breach of or default under any such Contract) has the effect of which, individually or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course aggregate, could reasonably be expected to have a Materially Adverse Effect on the Condition of business consistent with past practice);the Business. (fc) any indentureAttached to Section 2.11(c) of the Disclosure Schedule is a current form of customer agreement used in connection with the Business. Except for instances of noncompliance which would not be reasonably expected, credit agreementindividually or in the aggregate, loan agreement, note, mortgage, security agreement, lease to have a Material Adverse Effect on the Condition of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub;the Business: (i) any power Each of attorney or agency agreement or arrangement the Sellers is in compliance with any Person pursuant the terms of each Customer Contract, and each such Customer Contract is in full force and effect with respect to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Personapplicable Customer; (jii) any Contract relating Each extension of credit by Sellers to any corporate acquisition or disposition Customer (i) is in full compliance with Regulation T of Orion or Merger Sub, the Federal Reserve Board or any acquisition or disposition substantially similar regulation of any subsidiaryRegulatory Authority and (ii) Sellers have first priority perfected security interests in the collateral securing such extension; and (iii) As of the Closing, divisionthe Sellers will have supplied or made available all identification and basic background information in their possession with respect to Customers, including any information describing the person's source of wealth and line of business or real propertyregarding references, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business referrals or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party potential "red-flags" or parties thereto would not have an Orion Material Adverse Effectsuspicious transactions.

Contracts. SCHEDULE 5.10 (a) Disclosure Schedule Section 3.05(a) sets forth a list all of all the following Contracts that (other than Contracts which are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (yExcluded Assets) to which any Seller is a party related to the Business as of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsdate hereof: (a) any collective bargaining agreement; (bi) any Contract with any employee, consultant, advisor, officer or director for the sale of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, broadcast time for advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of purposes for cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has that was not made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practicepractices; (ii) any Contract relating to Program Rights; (iii) any Contract involving the purchase or sale of Real Property; (iv) any Contract relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise); (fv) any indentureContract involving construction, credit agreementarchitecture, loan agreementengineering or other agreements relating to uncompleted construction projects, note, in each case that involve payments in excess of $100,000; (vi) any mortgage, pledge or security agreement, lease deed of real property trust or personal property or agreement for financingother instrument granting a Lien (other than Permitted Liens) upon any Purchased Asset; (gvii) any Contract involving a partnership, joint venture or other cooperative undertakingsimilar agreement with another party; (hviii) any Contract involving compensation to any employee, independent contractor, or consultant in excess of $50,000; (ix) any Contract involving any restrictions with respect to (i) any geographical area labor agreement or collective bargaining agreement of operations; or (ii) scope or type of business of Orion or Merger SubSeller; (ix) any power Contract that contains a covenant restricting the ability of attorney Seller to compete in any business or agency agreement or arrangement with any Person or in any geographic area; (xi) any Contract with any Affiliate of Seller (other than among members of Sellers and other than employment or compensation-related Contracts); (xii) any Contract that is a local marketing agreement, joint sales agreement or similar agreement; (xiii) any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on Seller; (xiv) any Contract pursuant to which such Person any Indebtedness for borrowed money of Seller is granted the authority to act for outstanding or on behalf of Orion or Merger Sub, may be incurred or pursuant to which Orion or Merger Sub are granted the authority to act Seller has guaranteed any Indebtedness for or on behalf borrowed money of any Personother Person (other than a member of Seller and excluding trade payables arising in the ordinary course of business); (jxv) any Contract relating to any corporate acquisition or disposition the non-broadcast use of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this AgreementStation’s digital bit stream; and (kxvi) any Contract not specified above all other Contracts (including all programming contracts) that is otherwise material (A) involve the payment or potential payment, pursuant to the business terms of any such Contract, by or operations to Seller of Orion, taken as a wholemore than $100,000 annually and (B) cannot be terminated within one hundred and eighty (180) days after giving notice of termination without resulting in any material cost or penalty to Seller. (b) No Seller and, to either Orion Party. To the Knowledge of Seller, no other party, is in material breach or default under any material Assumed Contract. (c) Each material Assumed Contract is in full force and effect and constitutes a legal, valid and binding obligation of Seller and, to the Orion PartiesKnowledge of Seller, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party thereto (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or parties thereto would not have an Orion Material Adverse Effectother Laws from time to time in effect relating to creditors’ rights and remedies generally and general principles of equity).

Contracts. SCHEDULE 5.10 sets forth a (a) Section 3.11(a) of Sellers' Disclosure Schedule contains an accurate and complete list of all each of the following Seller Contracts to be included in the Assets (other than the Seller Contracts listed on Section 3.11(a)(x) of Sellers' Disclosure Schedule which may be identified as Excluded Contracts subject to Section 5.10): (i) each Seller Contract that are was not entered into in the Ordinary Course of Business; (xii) material to the business each Seller Contract that is a letter of credit, bond or operations other indemnity (including letters of Orioncredit, taken bonds or other indemnities as a whole, to either Orion Party; and (y) to which Seller is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business) or guarantee of a third party's obligation; (iii) each Seller Contract with respect to Intellectual Property (including Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Orion Parties are Intellectual Property) except for any license implied by the sale of a partyproduct and perpetual, by paid-up licenses for commonly available software programs with a value of less than $25,000 under which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to a Seller is the following types of Contracts: (a) any collective bargaining agreementlicensee; (biv) any each Seller Contract with any employee, consultant, advisor, officer labor union or director other employee representative of Orion or Merger Suba group of employees; (cv) each Seller Contract other than Seller Benefit Plans involving a sharing of profits, losses, costs or Liabilities by a Seller with any other Person; (vi) each Seller Contract containing covenants that in any way purport to restrict the business activity of any Seller or limit the freedom of any Seller to engage in any line of business or to compete with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (dvii) each Seller Contract providing for payments over $10,000 to or by any Contract which involves the payment Person based on or receipt of cash determined by reference to sales, purchases or profits, other property, an unperformed commitment or than direct payments for goods or servicesstandard form employee bonus plans; (viii) each power of attorney that is currently effective and outstanding, other than limited powers of attorneys issued in the Ordinary Course of Business, such as to custom brokers; (ix) each case having a value Seller Contract for capital expenditures in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement100,000; and (kx) any each Seller Contract not specified above that is otherwise material to not a vendor contract, a customer contract or a Real Property Lease, which Seller Contract provides for payments in excess of $100,000 in the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has aggregate. (b) Sellers have made available to Target Buyer a true and complete copies copy of each document of the Seller Contracts listed on SCHEDULE 5.10in Section 3.11(a) of Sellers' Disclosure Schedule. (c) Except as may result from the Contemplated Transactions, each Seller Contract listed in Section 3.11(a) of Sellers' Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms, subject to bankruptcy, reorganization, insolvency, moratorium, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10other laws affecting creditors' rights generally from time to time in effect and to general equitable principles. The cancellation Sellers have not given or received notice and have no Knowledge of any Contracts other communication (written or oral) regarding any actual, alleged or potential Contravention of any Seller Contract listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectin Section 3.11(a) of Sellers' Disclosure Schedule.

Contracts. SCHEDULE 5.10 sets forth (a) Schedule 2.20(a) contains a true and complete list of all Contracts that are of the following agreements, leases, licenses, evidences of indebtedness, mortgages, security agreements or other contracts (xwhether written or oral) material or other arrangements (true and complete copies (or, if none, reasonably complete and accurate written descriptions) which, together with all amendments and supplements thereto, have been delivered or made available to ATMI prior to the business or operations of Orion, taken as a wholedate hereof), to either Orion Partywhich the Company is a party or by which any of its assets or properties is bound (such agreements, leases, licenses, and other items required to be set forth on Schedule 2.20(a) being referred to herein as the “Contracts”) (with paragraph references corresponding to those set forth below): (i) all Contracts with customers or suppliers of the Company involving the sale or purchase of goods in excess of $25,000; (ii) (A) all Contracts (excluding Company Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to employment or the termination of employment, the name, position and rate of compensation of each person or entity party to such a Contract and the expiration date of each such Contract; and (yB) any written or unwritten representations, commitments, promises, communications or courses of conduct (excluding Company Plans and any such Contracts referred to which any in clause (A)) involving an obligation of the Orion Parties are a partyCompany to make payments in any year, by which either are bound other than with respect to salary or incentive compensation payments in the Ordinary Course, to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreementemployee; (biii) all Contracts containing any Contract provision or covenant prohibiting or materially restricting the ability of the Company to engage in any lawful business activity or compete with any employee, consultant, advisor, officer person or director of Orion or Merger Subentity; (civ) all Contracts providing for “exclusivity” or any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiessimilar requirement under which the Company is restricted, or which after the Closing would restrict ATMI or any Contract of its subsidiaries, with respect to act as one of the foregoing on behalf of any Persondistribution, licensing, marketing, development or manufacture; (dv) any Contract which involves all Contracts relating to indebtedness (other than trade payables arising in the payment or receipt Ordinary Course) of cash or other property, an unperformed commitment or goods or services, in each case having a value the Company in excess of $10,000; (evi) all Contracts relating to (A) the future disposition or acquisition of any assets with a fair market value in excess of $10,000 in the aggregate, or (B) any merger or other business combination; (vii) all Contracts that require consent, approval or waiver of, or notice to, a Governmental Authority or other third party in the event of or with respect to the Merger, including in order to avoid termination of or loss of a material benefit under any such Contract; (viii) all Contracts containing any provisions (A) dealing with a “change of control” or similar event with respect to the Company, (B) prohibiting or imposing any restrictions on the assignment of all or any portion thereof by the Company to any other person, or (C) having the effect of providing that the consummation of any of the transactions contemplated by this Agreement or the Related Agreements will conflict with, result in a violation or breach of, or constitute a default under (with or without notice or lapse of time or both), such Contract or give rise under such Contract to any right of, or result in, a termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to any increased, guaranteed, accelerated or additional rights or entitlements of any person; (ix) all Contracts providing for payments of royalties or other license fees to third parties; (x) all Contracts granting a third party any express license to Intellectual Property that is not limited to the internal use of such third party; (xi) all Contracts pursuant to which either Orion Party (i) the Company has made or will make been granted any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect license to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice)Intellectual Property; (fxii) all Contracts entered into in the last five (5) years in connection with the settlement or other resolution of any indenturesuit, credit agreementclaim, loan agreementaction, note, mortgage, security agreement, lease of real property investigation or personal property or agreement for financingproceeding; (gxiii) any Contract involving all collective bargaining or similar labor Contracts to which the Company is a partnership, joint venture party or other cooperative undertakingby the terms of which it is bound; (hxiv) all Contracts that (A) limit or contain restrictions on the ability of the Company to declare or pay dividends on, to make any Contract involving other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur indebtedness, to incur or suffer to exist any restrictions with respect lien, to (i) purchase or sell any geographical area of operations; assets, or to engage in any business combination or merger or (iiB) scope require the Company to maintain specified financial ratios or type levels of business net worth or other indicia of Orion or Merger Subfinancial condition; (ixv) all Contracts between the Company, on the one hand, and any power of attorney shareholder, officer, director or agency agreement Affiliate or arrangement with any Person pursuant to which such Person is granted the authority to act for or Company, on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreementother hand; and (kxvi) any Contract not specified above all other Contracts (other than Company Plans and insurance policies) that is otherwise material (A) involve the payment or potential payment, pursuant to the business terms of any such Contract, by or operations to Company of Orionmore than $10,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to the Company. (b) Each Contract required to be disclosed on Schedule 2.20(a) is in full force and effect and constitutes a legal, taken as valid and binding agreement, enforceable in accordance with its terms, of each party thereto, except to the extent the illegality, invalidity, unenforceability or non-binding nature of any such Contracts would not, individually or in the aggregate, have a wholeMaterial Adverse Effect on the Company. The Company is not, and, to either Orion Party. To the Knowledge of the Orion PartiesCompany, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the no other party to such Contract is, or parties thereto has received notice that it is, in violation or breach of or default under any such Contract (or with notice or lapse of time or both, would not be in violation or breach of or default under any such Contract), except to the extent any such violations, breaches or defaults would not, individually or in the aggregate, have an Orion a Material Adverse EffectEffect on the Company.

Contracts. SCHEDULE 5.10 (a) Section 5.19 of the Disclosure Schedule sets forth a complete and accurate list of all Contracts that in effect as of the Closing Date (i) (A) to which the Company or the Subsidiary is a party, (B) by which the Company or the Subsidiary or any of its respective assets or properties are or may become bound or under which the Company or the Subsidiary has, or may become subject to, any obligations or (C) under which the Company or the Subsidiary has or may acquire any right or interest and (ii) fall within any of the following categories (the “Material Contracts”): (i) Contracts involving the annual payment or receipt of more than One Hundred Thousand U.S. Dollars (US$100,000); (ii) Contracts not terminable by the Company or the Subsidiary, as applicable, without penalty upon thirty (30) days or less prior notice; (iii) Contracts providing for the employment, retention, bonus, severance, consulting or other service relationship with any Company Employee or any current or former officer, director, consultant or other Person requiring compensation by the Company or the Subsidiary; (iv) Contracts governing Indebtedness or any guarantee thereof, or the imposition of a Lien on any assets of the Company or the Subsidiary; (v) All material licensing agreements with third parties pursuant to which the Company or the Subsidiary grants or obtains the right to use or exploit Intellectual Property (other than agreements granting rights to use readily available commercial Software); (vi) All real property leases or similar agreements (including, without limitation, domicile agreements) of the Company or the Subsidiary or relating to their respective businesses; (vii) Contracts establishing joint ventures or partnerships constituting a portion of the Company’s or the Subsidiary’s business; (viii) Research and development contracts; (ix) Contracts between the Company or the Subsidiary and any Related Person; (x) material Contracts relating to consulting services or information technology. (xi) All powers of attorney or similar Contracts involving the Company or the Subsidiary (other than powers of attorney entered into in the Ordinary Course of Business with the Company’s or the Subsidiary’s patent agents and law firms and their lawyers); (xii) All Contracts under which the Company or the Subsidiary agrees to indemnify any Person; and (xiii) Contracts that purport (whether as of the Closing Date or on a contingent basis) to (A) limit, curtail or restrict the ability of the Company or the Subsidiary to compete in any geographic area or line of business, (B) restrict the Persons to whom the Company or the Subsidiary may sell products or deliver services or require exclusive dealings, or (C) restrict the Persons with whom the Company or the Subsidiary may solicit or hire for employment. (b) Each Material Contract is legal, valid and binding and enforceable against the Company or the Subsidiary, as applicable, and to the business Knowledge of the Sellers, against each party thereto, in each case, in accordance with the express terms thereof. There does not exist under any Material Contract any violation, breach or operations event of Oriondefault, taken or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or the Subsidiary or, to the Knowledge of the Sellers any other party thereto. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and no such party has given notice of any significant dispute with respect to any Material Contract. Neither the Company nor the Subsidiary has waived any of its respective material rights under any Material Contract. Sellers have delivered to Purchaser and Parent true, correct and complete copies of all of the Material Contracts. (c) Except as expressly contemplated under this Agreement, neither the Company nor the Subsidiary is contemplating any modification, waiver or termination of any Material Contract. No Material Contract is terminable or cancelable as a whole, to either Orion Party; and result of the Transactions. (yd) There are no non-competition or non-solicitation agreements or any similar agreements or arrangements that could restrict or hinder the operations or conduct of the business of the Company or the Subsidiary or the use of its properties or assets or any “earn-out” agreements or arrangements (or any similar agreements or arrangements) to which any of the Orion Parties are Sellers or the Company or the Subsidiary is a party, by which either are party or may be subject or bound or to which any of their respective assets or properties are subject, as applicable, including but not limited (other than pursuant to the following types of Contracts: (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practiceTransaction Documents); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effect.

Contracts. SCHEDULE 5.10 sets (a) Except as set forth in the Employee Benefits Schedule or on the “Contracts Schedule” attached hereto as Schedule 3.12(a) (all such Contracts required to be disclosed thereon or hereon, collectively, the “Company Contracts”), no Company Group Member is a list of all Contracts that are (x) material party to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which bound by any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsfollowing: (ai) any collective bargaining agreementbonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, hospitalization insurance or similar plan or practice, whether formal or informal; (bii) Contract for the (A) employment of any current or former (to the extent of any ongoing Liability) officer, individual employee, director or other Person on a full-time or part-time basis (other than the hiring of employees in the Ordinary Course of Business) or (B) engagement of any current or former (to the extent of any ongoing Liability) individual consultant or individual independent contractor, in either case, that provides for (1) a payment or aggregate payments by any Company Group Member in excess of Fifty Thousand Dollars ($50,000), (2) payment of any material severance benefits not in the Ordinary Course of Business or (3) any Contract with any employeechange in control, consultant, advisor, officer retention or director other payments that would be triggered solely by the consummation of Orion or Merger Subthe Contemplated Transactions; (ciii) Contract providing for or relating to (A) the borrowing of money or incurrence of Indebtedness by any Contract with Company Group Member, (B) mortgaging, pledging or otherwise placing a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency Lien (other than Permitted Liens) on any Company Assets or other Person engaged in sales, distributing or promotional activities, or (C) the guaranty by any Contract to act as one Company Group Member of the foregoing on behalf indebtedness of any Personthird party; (div) Contract with respect to the lending or investing of funds to or in other Persons; (v) license (excluding license of “off-the-shelf” Software), royalty Contract or other Contract relating to any Company Proprietary Rights which individually requires a payment or aggregate payments thereunder of Fifty Thousand Dollars ($50,000) or more by or to any Company Group Member; (vi) Contract under which any Company Group Member is lessee of or holds or operates any personal property owned by any other Person, in each case which individually requires a payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more by or to such Company Group Member; (vii) Contract under which any Company Group Member is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it, in each case which individually requires a payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more by or to such Company Group Member; (viii) Contract which prohibits any Company Group Member from freely engaging in the Business or which restrains any Company Group Member’s business activities anywhere in the world, including any Contract which involves that requires any Company Group Member to work exclusively with any Person or to provide products or services exclusively in any geographic region; (ix) Contract relating to the payment manufacture or receipt distribution of cash or other property, an unperformed commitment or goods any Company Group Member’s products or services, in each case having which individually requires a value payment or aggregate payments thereunder of One Hundred Thousand Dollars ($100,000) or more by or to such Company Group Member; (x) Contract with any director, officer, manager, member, partner, direct or indirect equityholder or other insider or Affiliate of any Company Group Member; (xi) Contract for which any Company Group Member has granted any third party any “most favored nation” or similar pricing terms; (xii) Contract that requires any Company Group Member to purchase substantially all of its requirements of any product or service from a third party or that contains “take or pay” provisions; (xiii) Contract for acquisitions or dispositions (in each case whether by merger, purchase or sale of Assets or Equity Interests or otherwise) by any Company Group Member of any Person (or all or substantially all of its Assets), business or line of business, (A) entered into during the period commencing on January 1, 2021 (the “Lookback Date”), and ending on the Closing Date, for consideration in excess of One Hundred Thousand Dollars ($10,000100,000) and (B) as to which such Company Group Member has any continuing indemnification or financial obligations or rights or any other material obligation or rights; (exiv) Contract granting to any Person an Option to purchase or acquire any Company Assets; (xv) Contract pursuant that relates to the formation, creation or operation of any joint venture, partnership or other arrangement based on the sharing or distribution of any profits, revenue, costs or Liabilities of any Company Group Member or any other Person; (xvi) Contract with any Governmental Authority to which either Orion Party a Company Group Member is a party (i) has made or will make any loans or advances; (ii) has or will have incurred debtseach, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice“Government Contract”); (fxvii) Contract with any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financingMaterial Customers and Material Suppliers; (gxviii) any Contract involving a partnership, joint venture collective bargaining agreement or other cooperative undertakingContract with a Union (each a “CBA”); (hxix) any Contract involving any restrictions with respect the performance of which is reasonably expected to require capital commitments or capital expenditures in excess of One Hundred Thousand Dollars (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub$100,000); (ixx) Contract by which any Company Group Member has granted a continuing power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (jxxi) Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the capital stock or other Equity Interests of any Company Group Member (other than the Constituent Documents of any Company Group Member); (xxii) Contract pursuant to which any Company Group Member has agreed to assume, undertake, become subject to or provide an indemnity with respect to any Liability of any Person relating to Environmental Laws or otherwise not in the Ordinary Course of Business; (xxiii) Contract that evidences performance bonds, customs bonds, surety bonds, bankers acceptances and fidelity bonds; (xxiv) Contract with any corporate acquisition professional employer organization, staffing agency, temporary employee agency or disposition similar company or service; (xxv) Contract related to any Real Property; or (xxvi) Contract that individually requires a payment or aggregate payments thereunder of Orion Two Hundred Fifty Thousand Dollars ($250,000) or Merger Submore by or to any Company Group Member (other than those Contracts required to be disclosed or excepted pursuant to clauses (i) through (xxv) above). (b) True, complete and correct copies of the Company Contracts, together with all amendments, exhibits, annexes or any acquisition or disposition of any subsidiary, division, line of business or real propertyother supplements thereto, in each case during case, in existence as of the five years prior Closing Date, have been made available to the date Purchaser. Except as specifically disclosed on the Contracts Schedule, (i) the Company Group Members have performed in all material respects the obligations required to be performed by them under the Company Contracts and are not in breach of this Agreement; any Company Contract, (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a breach or default in any material respect under, or would give rise to a right of termination, cancellation or acceleration of any material right or material obligation under, any Company Contract, (iii) all such Company Contracts are valid, binding and enforceable against the applicable Company Group Member and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion PartiesCompany, Orion the other Persons party thereto in accordance with their respective terms (except that such enforceability may be limited by the Enforceability Exceptions) and (iv) no Company Group Member has made available to Target true and complete copies received written notice of each document listed on SCHEDULE 5.10breach, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time termination, cancellation, nonrenewal or material modification by the other party or parties thereto would not have an Orion Material Adverse Effectto any Company Contract.

Contracts. SCHEDULE 5.10 sets forth (a) Section 4.18(a) of the Disclosure Schedule contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, if none, reasonably complete and accurate written descriptions of which, together with all Contracts that are (x) material amendments and supplements thereto and all waivers of any terms thereof, have been made available in the “Intralinks” electronic data-room to Purchaser prior to the business or operations execution of Orionthis Agreement), taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are Business Subsidiary is a party, by which either are bound or any of its Assets and Properties is bound, to which any of their respective assets or properties are subject, as applicable, including but not limited Asset Seller is bound with respect to the following types conduct of Contracts:the Business or by which any of the Business Assets is bound (other than the Business Real Property Leases): (ai) (A) all Contracts providing for a commitment of employment or consultation services with an Executive Employee; and (B) all Contracts creating an obligation of any collective bargaining agreementBusiness Subsidiary or any Asset Seller to make payments (with or without notice, passage of time or both) to any Executive Employee in connection with the transactions contemplated in this Agreement; (bii) any Contract all Contracts with any employee, consultant, advisor, officer Person containing any provision or director covenant prohibiting or limiting the ability of Orion the Business or Merger Subany Business Subsidiary to engage in any business activity or compete with any Person or prohibiting or limiting the ability of any Person to compete with the Business or any Business Subsidiary; (ciii) all partnership, joint venture, stockholders’ or other similar Contracts between any Contract Business Subsidiary and any other Person; 1- NY/2171027.1 24 (iv) all Contracts relating to Indebtedness of any Business Subsidiary or any Asset Seller with a sales representative, manufacturer’s representativerespect to the Business; (v) all Contracts with each independent contractor, distributor, dealer, brokermanufacturers’ representative, sales agency, advertising agency or franchisee that, during the fiscal year ended on the Financial Statement Date, accounted for more than 1.0% of the net sales of the Business; (vi) all Contracts relating to (A) the future disposition or acquisition of any Assets and Properties, other Person engaged than dispositions or acquisitions in salesthe Ordinary Course, distributing the provisions of this Agreement and the Operative Agreements, and other Contracts providing for the future disposition or promotional acquisition of any item with a value less than $1,000,000 or other dispositions in the aggregate not greater than $500,000 and for any individual item not greater than $50,000, and (B) any Business Combination; (vii) [Intentionally omitted.]; (viii) all collective bargaining or similar labor Contracts (the “Collective Bargaining Agreements”); (ix) all Contracts that (A) limit or contain restrictions on the ability of any Business Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock (or equity interests), to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or business activities, or (B) require any Contract Business Subsidiary or the Business to act as one maintain specified financial ratios or levels of the foregoing on behalf net worth or other indicia of any Personfinancial condition; (dx) any Contract which involves all Contracts with customers or suppliers required to be disclosed in Section 4.23(a) or 4.23(b) of the payment or receipt of cash Disclosure Schedule that are not purchase orders or other property, an unperformed commitment standard-form Contracts; (xi) all Contracts which require any Business Subsidiary or goods Asset Seller with respect to the Business to purchase its total requirements of any product or services, service from a third party or that contains “take or pay” provisions; (xii) all Contracts for the sale of products or provision of services to any Governmental Authority; and (xiii) all Contracts for any capital expenditure or leasehold improvement in each any one case having a value in excess of $10,000; (e) any Contract pursuant 1,000,000 that are not included in a capital budget of an Asset Seller or a Business Subsidiary provided to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years Purchaser prior to the date of this Agreement; andhereof. (kb) any The Business Contracts include valid and enforceable purchase orders from the customers required to be disclosed in Section 4.23(a) of the Disclosure Schedules for the purchase by such customers of exhaust systems or components for vehicle platforms indicated in such Section 4.23(a) of the Disclosure Schedules. (c) Each Contract not specified above that required to be disclosed in Section 4.18(a) of the Disclosure Schedule is otherwise material to the business in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms of each Seller or operations of Orion, taken as a wholeBusiness Subsidiary or party thereto and, to either Orion Party. To the Knowledge of Sellers, the Orion Partiesother parties thereto; and except as disclosed in Section 4.18(c) of the Disclosure Schedule, Orion has made available to Target true and complete copies neither the Business Subsidiaries nor the Asset Sellers nor any other party thereto is, or with notice or lapse of each document listed on SCHEDULE 5.10time would result in, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation default in the performance, observance or fulfillment in any material respect of any Contracts listed on SCHEDULE 5.10 at obligation, covenant, condition or other term contained in any time by the such Contract, other party or parties thereto than any such default which would not have an Orion reasonably be expected to result in a Business Material Adverse Effect; neither the Business Subsidiaries nor any Asset Seller has given notice or received written notice to or from any Person relating to any such alleged or potential default that has not been cured.

Contracts. SCHEDULE 5.10 sets Set forth on Schedule 3.7 is a list of all the following Contracts that in each case which are (x) material used or held for use in or related to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any conduct of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of ContractsBusiness: (a) any collective bargaining agreementContract, sales order or purchase order (i) to which Seller is a party or which is otherwise binding on Seller or the Business and is presently in effect which involves aggregate future payments by or to the Business in excess of $20,000 in any 12-month period or extends for a period of more than one year and is not terminable at will without penalty (other than normal course inventory purchase or sale Contracts) or (ii) between Seller and any distributors, customers, manufacturers’ agents or selling agents in excess of $10,000 (excluding advertising insertion orders); (b) any each joint venture, partnership, teaming or similar Contract with any employee, consultant, advisor, officer involving a sharing of profits or director of Orion or Merger Subexpenses to which Seller is a party; (c) any each Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract agreement entered into outside the ordinary course of business under which Seller has agreed to act as one of the foregoing on behalf of indemnify any Person; (d) any Contract which involves the payment or receipt of cash each non-competition, restrictive covenant, exclusivity covenant or other propertyagreement that restricts Seller or, an unperformed commitment or goods or servicesto the Knowledge of Seller, any of its Employees from doing business anywhere in each case having a value in excess of $10,000the world; (e) each Contract presently in effect, whether or not fully performed, by Seller with any Contract pursuant to which either Orion Party current or former officer, director, consultant, independent contractor, other Employee (ior group of Employees) has made or will make any loans equity holder (or advances; (ii) has or will have incurred debtsgroup of equity holders), or become a guarantor or suretylabor organization representing Employees, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice)Seller; (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease each Contract pursuant to which the Business is committed to make a capital expenditure or to purchase a capital asset in excess of real property or personal property or agreement $50,000 which is not contemplated by Seller’s capital expenditure budget for financingthe Business; (g) each Contract between Seller and any Contract involving a partnershipconsultant, joint venture representative or other cooperative undertakingbroker of Seller; (h) any each Contract involving any restrictions with respect that is material to the Business and which relates to the Business IP or to third-party Intellectual Property Rights (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Subincluding licenses-in and licenses-out); (i) any power of attorney or agency agreement or arrangement with each Contract that (A) grants any Person pursuant other than Seller and its Affiliates any (1) exclusive license, supply or distribution rights or other exclusive rights, (2) “most favored nation” rights or (3) rights of first refusal, rights of first negotiation or similar rights with respect to which such Person is granted any Business Product or Business IP or (B) contain any provision that requires the authority to act for purchase of all or on behalf a given portion of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any PersonBusiness’s requirements from a given third party; (j) any each Contract relating to the employment of any corporate acquisition Employee and any change in control or disposition retention agreement or other compensatory agreement under which benefits (including any severance, termination or “golden parachute” payments or similar payments, additional rights or benefits) exist or will arise, be increased or accelerated by the occurrence of Orion the Transactions or Merger Sub, upon the termination of employment or any acquisition or disposition other compensatory agreement (other than any agreement for “at will” employment) that provides for aggregate payments to any Person in any calendar year in excess of any subsidiary, division, line of business or real property, in $50,000; (k) each case during the five years prior other Contract that is material to the date Business or outside the ordinary course of this Agreementbusiness; and (l) each Contract that would reasonably be expected to have a Material Adverse Effect if (i) any other party cancelled or terminated such Contract (with or without notice or passage of time), (ii) any other party claimed monetary damages (either individually or in the aggregate with all other such claims under such Contract) from Seller, or (iii) any obligation were accelerated or any benefit were lost under such Contract (the items described in clauses (a) through (k) any Contract not specified above that is otherwise material together with the Leases and Business IP Contracts being collectively referred to herein as the business or operations of Orion, taken as a whole, to either Orion Party“Material Contracts”). To the Knowledge of the Orion Parties, Orion Seller has made available to Target true Buyer correct and complete copies of each document all Contracts listed or required to be listed on SCHEDULE 5.10Schedule 3.7, together with all modifications or supplements thereto (or a description if unwritten). Seller has performed, or is performing, in all material respects all contractual obligations required to be performed by it to date under all Material Contracts. Seller is not in default in any material respect under any Material Contract, and a written description to the Knowledge of each oral arrangement so listed Seller, no other party is contained on SCHEDULE 5.10. The cancellation in breach or default under or has repudiated any term of any Contracts listed on SCHEDULE 5.10 at any time by Material Contract. Each Material Contract is legally valid and binding and enforceable against Seller and, to the Knowledge of Seller, against each other party thereto, in either case subject to the effect of bankruptcy, insolvency, moratorium or parties thereto would other similar Laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity. Each Material Contract will continue to be legally valid and binding and enforceable immediately following the Closing in accordance with its terms as in effect prior to the Closing, subject to the effect of bankruptcy, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity. Seller has no Liabilities under any Material Contract providing for (i) penalties in the event of misfeasance by Seller in the performance of its duties thereunder, or (ii) the renegotiation or redetermination of profits or prices, nor will any of Seller’s costs which are incurred or accruable prior to the Closing under Material Contracts, or under subcontracts entered into between Seller and any other Person, be subject to disallowance. Seller has not have an Orion received any written notice of termination, cancellation or non-renewal with respect to any Material Adverse EffectContract, and to the Knowledge of Seller, no other party to a Material Contract plans to terminate, cancel or not renew any Material Contract.

Contracts. SCHEDULE 5.10 (a) Schedule 4.9(a) of the COP Disclosure Schedule sets forth a true and complete list as of the date of this Agreement of all Contracts that are (x) material contracts, agreements and commitments of the following categories, whether oral or written, express or implied, primarily relating to the business Empress System Business or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties comprising the Empress System Business are subjectbound (excluding the agreements to be entered into on the Closing contemplated by this Agreement) (collectively, as applicablethe “COP Material Contracts”): (i) any contract (other than gas or natural gas liquids purchase and/or sale agreements) involving or requiring expenditures or receipts of more than $200,000 in any calendar year and not cancelable or terminable within one year from the Applicable Closing Date; (ii) any contract (other than those contracts described in clause (viii) immediately below) involving or requiring expenditures or receipts of more than $500,000 in any calendar year or any material contract that grants a right of first refusal or a right of first negotiation or other preferential right to a third-party; (iii) any partnership, including but not limited joint venture or operating agreements with regard to material assets of the Empress System Business; (iv) any contract containing covenants limiting the freedom to engage in any line of business or compete with any Person or operate at any location; (v) any contract between ES Transferor or PTC relating to the following types Empress System Business, on one hand, and any Affiliate of Contracts:COP (other than ES Transferor and PTC), on the other hand; (avi) any collective bargaining agreement; (bvii) any Contract with any employeeemployment, consultantpersonal services, advisorconsulting, officer noncompetition, severance, golden parachute or director of Orion or Merger Sub; (c) any Contract with a sales representativesimilar contract, manufacturer’s representativefor officers, distributor, dealer, broker, sales agency, advertising agency directors or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person; individuals either (dx) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value term of longer than one year or (y) requiring payments in excess of $10,00075,000 per calendar year; (eviii) any Contract pursuant contract having a term of one year or more that pertains to which the purchase, sale, processing, treating, compression, gathering, storage, exchange, extraction, transportation or transmission or marketing of natural gas in all its forms and all other hydrocarbons (including such contracts relating to liquid products), together with all deposits (either Orion Party in products or cash) related to such contracts, involving the delivery or receipt of more than 1,000 mcf per day (i) has made or will make 200 bbl/d if relating to liquid products), and any loans liquids balancing agreement or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice)similar arrangement; (fix) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease contract that pertains to the processing of real property natural gas having a term that exceeds 31 days and involving the delivery or personal property or agreement for financingreceipt of more than 50 mmcfd; (gx) any Contract contract that pertains to the purchase, sale, processing, treating, exchange, extraction, transportation or transmission or marketing of natural gas liquids involving a partnership, joint venture the delivery or other cooperative undertakingreceipt of more than 50,000 bbls over the term of the contract or that pertains to the storage of natural gas liquids involving more than 30,000 bbls over the term of the contract; (hxi) any Contract involving any restrictions with respect to contract entered into since December 31, 2004 for the acquisition or disposition, sale or lease of properties or assets (iby merger, purchase or sale of assets or stock or otherwise) any geographical area requiring aggregate expenditures or receipts in excess of operations; or (ii) scope or type of business of Orion or Merger Sub$1,000,000; (ixii) any power material lease of attorney one or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreementmore railcars; and (kxiii) any Contract not specified above that is otherwise material commitment or agreement to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge enter into any of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectforegoing.

Contracts. SCHEDULE 5.10 sets forth (a) Part 2.11(a) of the Company Disclosure Schedule identifies each Company Contract that, as of the date of this Agreement, constitutes a list “Material Contract.” For purposes of all Contracts that are this Agreement, each of the following shall be deemed to constitute a “Material Contract”: (xi) material any Contract: relating to the business employment of, or operations the performance of Orionservices by, taken as a whole, to either Orion Partyany employee or consultant; and (y1) pursuant to which any of the Orion Parties are a partyAcquired Corporations is or may become obligated to make any severance, termination or similar payment in excess of $25,000 to any current or former employee or director (except as required by any applicable Legal Requirements in the case of employees outside the United States and except for offer letters providing for “at will” employment with no right to severance other than in accordance with the Company’s standard severance policies as identified in reasonable detail in Part 2.18(i) of the Company Disclosure Schedule, copies of which either are bound have been made available to Parent); or (2) pursuant to which any of their respective assets the Acquired Corporations is or properties are subject, as applicable, including but not limited may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $100,000 to any current or former employee or director (except for severance payments required by any applicable Legal Requirements outside of the following types of Contracts: (a) any collective bargaining agreementUnited States); (bii) any Contract under which the Company leases any of the Leased Real Property; (iii) any Company IP Contract; (iv) any Contract relating to the acquisition, sale, spin-off, outsourcing or disposition of any business operation or unit or any product line of any Acquired Corporation (other than Contracts for transactions consummated prior to January 1, 2007 under which no Acquired Corporation has any obligations); (v) any Contract in which another Person is appointed as an exclusive distributor, reseller or sales representative with respect to, or otherwise is authorized to exclusively market, promote, distribute, resell, sublicense, support or solicit orders for, any Company Product; (vi) any Contract with any employeeof the top ten (10) distributors or resellers of Company Products (based on revenue recognized from sales through, consultantand to, advisor, officer or director the Company’s distributors and resellers) for each of Orion or Merger Subfiscal year 2009 and the first six (6) months of fiscal year 2010; (cvii) any Contract that provides for indemnification of any Company Associate (an “Indemnification Contract”); (viii) any Contract imposing any restriction on the right or ability of any Acquired Corporation: (1) to compete with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency any other Person; (2) to acquire any product or other Person engaged in sales, distributing or promotional activities, asset or any Contract services from any other Person; (3) to act solicit, hire or retain any Person as one of the foregoing on behalf of an employee, consultant or independent contractor; (4) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for any other Person; (5) to perform services for any other Person; or (6) to transact business or deal in any other manner with any other Person; (dix) any Contract which involves (other than Contracts evidencing Company Options): (1) relating to the payment acquisition, issuance, voting, registration, sale or receipt transfer of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advancessecurities; (ii2) has providing any Person with any preemptive right, right of participation, right of maintenance or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible similar right with respect to any undertaking securities; or (3) providing any of another the Acquired Corporations with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (x) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity or similar obligation, except for (1) Contracts substantially similar in all material respects to the negotiation standard forms of end-user licenses previously delivered by the Company to Parent and (2) product or collection of negotiable instruments in transactions service warranties in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (jxi) any Contract relating to any corporate acquisition currency hedging; (xii) any Contract: (1) to which any Governmental Body is a party or disposition under which any Governmental Body has any rights or obligations; or (2) directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between any Acquired Corporation and any contractor or subcontractor to any Governmental Body); (xiii) any Contract requiring that any of Orion the Acquired Corporations give any notice or Merger Subprovide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, or prior to entering into any acquisition discussions, agreement, arrangement or disposition understanding relating to any Acquisition Transaction or similar transaction; (xiv) any Contract that provides for the payment or delivery of any subsidiarycash or other consideration in an amount or having a value in excess of $250,000 in fiscal year 2010 (other than Contracts for the sale of Company Products, division, line or procurement of business or real propertyinventory, in each case during the five years prior to the date ordinary course of this Agreementbusiness); and (kxv) any Contract not specified above that is otherwise could reasonably be expected to have or result in a material to effect on: (1) the business business, condition (financial or operations otherwise), capitalization, assets (including Intellectual Property), liabilities (accrued, contingent or otherwise), operations, financial performance or prospects of Orion, taken as a whole, to either Orion Party. To the Knowledge any of the Orion PartiesAcquired Corporations; or (2) the ability of the Company to perform any of its obligations under this Agreement or to consummate any of the Contemplated Transactions; and (xvi) any other Contract, Orion has made available if a breach of such Contract could reasonably be expected to Target true and complete copies of each document listed on SCHEDULE 5.10, and have or result in a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Company Material Adverse Effect. The Company has delivered to Parent an accurate and complete copy of each Company Contract that constitutes a Material Contract (other than Company IP Contracts that do not need to be specifically identified in Part 2.10 of the Company Disclosure Schedule). (b) Each Company Contract that constitutes a Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) Except as set forth in the applicable subsections of Part 2.11(c) of the Company Disclosure Schedule: (i) none of the Acquired Corporations has in any material respect violated or breached, or committed any material default under, any Material Contract; and, to the knowledge of the Company, no other Person has in any material respect violated or breached, or committed any material default under, any Material Contract; (ii) no Material Contract will expire according to its terms on or before December 31, 2011; to the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to: (1) result in a violation or breach of any of the provisions of any Material Contract; (2) give any Person the right to declare a default under any Material Contract; (3) give any Person the right to receive or require a rebate, chargeback, penalty in excess of $25,000; (4) give any Person the right to materially change the delivery schedule under any Company Contract; (5) give any Person the right to accelerate the maturity or performance of any Material Contract; or (6) give any Person the right to cancel, terminate or modify any Material Contract; and (iii) since January 1, 2007, none of the Acquired Corporations has received any notice or other communication regarding any actual or possible violation or breach of, or default under, any Material Contract which remains unresolved.

Contracts. SCHEDULE 5.10 (a) Schedule 4.13 sets forth a true and complete list of all material Contracts that are (x) material to the business or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound each Seller or to which any of their respective assets or properties are subject, as applicablethe Business, including but not limited to each of the following types of Contracts:Contracts (whether or not material): (ai) Contracts relating to or evidencing any collective bargaining agreementIndebtedness of either Seller or the Business; (bii) any Contract Contracts with any employee, consultant, advisor, current Affiliate or current or former officer or director of Orion or Merger Subeither Seller; (ciii) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract Contracts relating to act as one of the foregoing on behalf of any PersonInternet Rights; (div) any Contract which involves partnership, limited liability company and joint venture Contracts involving either Seller or the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000Business; (ev) Contracts providing for payments to or from either Seller of $10,000 or more in any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debtsconsecutive twelve-month period, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions other than purchase orders entered into in the ordinary course of business consistent with past practice); (fvi) any indenturelicense, credit agreementsubsidiary rights, loan agreementdistribution, notefranchise, mortgagemanufacturer’s agent or sales agency Contracts, security agreementor Contracts in respect of similar rights, lease of real property granted to or personal property held by or agreement for financinggranted by either Seller or the Business; (gvii) Contracts that limits the freedom of either Seller or the Business to compete in any Contract involving a partnershipline of business, joint venture with any Person, in any geographical area or other cooperative undertakingwhich could so limit the freedom of either Seller or the Business so to compete after the Closing; (hviii) any Contract involving any restrictions with respect to (i) any geographical area of operations; Tax sharing Contracts or (ii) scope or type of business of Orion or Merger Subother arrangements; (iix) confidentiality Contracts; (x) stockholders’, investors’ or similar Contracts; (xi) Contracts relating to the disposition or acquisition of any power assets or properties, other than dispositions or acquisitions of attorney Inventory or agency agreement or arrangement purchase orders entered into in the ordinary course of business consistent with past practice; (xii) author, performer, contributor and work-made-for-hire Contracts; (xiii) employment Contracts with any Person employee of either Seller, consulting Contracts with any consultant to either Seller or Contracts pursuant to which such Person is granted the authority to act for severance or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating stay payments may be payable to any corporate acquisition or disposition employee of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this AgreementSellers; and (kxiv) any Contract other Contracts not specified above that is otherwise material to made in the ordinary course of business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has consistent with past practice. (b) The Sellers have each heretofore made available to Target the Purchaser true and complete copies of each document listed of the Contracts required to be disclosed on SCHEDULE 5.10Schedule 4.13, including all amendments, waivers and modifications thereto. All Contracts required to be disclosed on Schedule 4.13 are valid and binding Contracts of Seller being a party thereto, are in full force and effect in accordance with their respective terms, and a written description neither the Seller nor, to the Knowledge of each oral arrangement so listed the Seller, any other party thereto, is contained on SCHEDULE 5.10. The cancellation (or with notice or lapse of time or both would be) in violation or breach of, or in default under, the terms of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse Effectsuch Contract.

Contracts. SCHEDULE 5.10 (i) Schedule 6(j) sets forth all of the following Contracts relating to the Business (each such item required to be set forth on Schedule 6(j) being referred to as a list of "Material Contract"): (A) all Contracts that are (xor groups of related Contracts) material 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 (i) extend over a period of one (1) year or more or (ii) involve consideration in excess of TWENTY-FIVE THOUSAND DOLLARS ($25,000); (B) all Contracts concerning a partnership or joint venture; (C) all Contracts (or groups of related Contracts) which evidence or relate to, or under which the Business has created, incurred, assumed or guaranteed, any indebtedness for borrowed money; (D) all Contracts concerning confidentiality or non-competition (other than standard non-disclosure forms signed by employees generally), except for any such Contract entered into by Seller or TSM with any Person (other than Buyer) for the purpose of considering the purchase of the Business, or a portion thereof, by such Person; (E) all Contracts for the employment of any individual on a full-time, part-time, consulting or other basis providing annual compensation in excess of FIFTY THOUSAND DOLLARS ($50,000) or providing severance benefits (other than pursuant to policies or plans of general applicability); (F) all Contracts under which the business Business has advanced or operations loaned an amount in excess of Orion, taken as a whole, to either Orion Party; and ONE THOUSAND DOLLARS (y$1,000) to which any of the Orion Parties are a party, by which either are bound or to which any employees of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreementBusiness; (bG) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Suball Contracts which relate to inventions by employees (other than standard non-disclosure forms signed by employees generally); (cH) all Contracts under which the Business has guaranteed any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency indebtedness or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf obligation of any Person; (dI) any Contract which involves the payment or receipt of cash all Contracts with distributors, sales representatives, manufacturers or other propertyPersons relating to the distribution, sale or manufacture of products or services by the Business; and (J) all material Contracts relating to the distribution or license of, or royalty payments with respect to, Intellectual Property, whether as licensor or licensee and whether on an unperformed commitment exclusive or goods or services, in each case having a value in excess of $10,000;non-exclusive basis (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions All Material Contracts were entered into in the ordinary course Ordinary Course of business consistent with past practice); (f) any indentureBusiness. The Business and, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date best of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of OrionSeller's knowledge, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto thereto, including, without limitation, subcontractors, have complied in all material respects with the provisions of each Material Contract and are not in default thereunder (and there does not exist any condition which, after notice or lapse of time or both, would not have an Orion constitute a default thereunder by the Business or, to the best of Seller's knowledge, the other party or parties thereto). Each Material Adverse EffectContract is legal, valid, binding, enforceable and in full force and effect. No party to any Material Contract has repudiated any provision thereof.

Contracts. SCHEDULE 5.10 sets forth Section 3.12 of the Company Disclosure Letter contains a complete and accurate list of all written Contracts that are (x) material and oral contracts for which Sellers have had more than $500,000 in revenue during 1999, related to the business Business or operations of Orion, taken as a whole, to either Orion Party; and (y) to by which any of the Orion Parties are a party, by which either are Assets is subject or bound or to which including without limitation those meeting any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contractsdescriptions set forth below: (a) any collective bargaining agreementlease for switches or any other machinery, equipment or other personal property involving payment of aggregate rentals in excess of five thousand dollars ($5,000); (b) any Contract with for the purchase of any employee, consultant, advisor, officer materials or director supplies or services in excess of Orion five thousand dollars ($5,000) except those incurred in the ordinary course of business and having a term of one year or Merger Subless; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency for the purchase of equipment or any construction or other Person engaged similar agreement involving any expenditure in sales, distributing or promotional activities, or any Contract to act as one excess of the foregoing on behalf of any Personfive thousand dollars ($5,000); (d) any Contract purchase order, agreement or commitment obligating the Sellers to sell or deliver any products or services (i) at a price which involves does not cover the payment cost (including labor, materials and production overhead) plus the customary profit margin associated with such product or receipt service; or (ii) for more than five thousand dollars ($5,000) to any one customer or related group of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000customers; (e) any Contract pursuant instrument evidencing or related to which either Orion Party indebtedness, obligation or liability for borrowed money (i) has made or will make any loans or advances; (ii) has or will have incurred debtsirrespective of amount), or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except liability for the negotiation or collection deferred purchase price of negotiable instruments in transactions in property (excluding normal trade payables arising out of the ordinary course of business consistent with past practicebusiness), or any instrument guaranteeing any indebtedness, obligation or liability, or any obligation to incur any indebtedness, obligation or liability, none of which shall be included among the Assumed Contracts; (f) any indenturejoint venture, credit agreement, loan agreement, note, mortgage, security agreement, lease partnership or other cooperative arrangement or any other agreement involving a sharing of real property or personal property or agreement for financingprofits with any other Person; (g) any Contract involving sales agency, brokerage, license, royalty, distribution or similar contract, as well as a partnershiplisting of all agreements or relationships with any distributor, joint venture designer, consultant, agent or other cooperative undertakingrepresentative anywhere, who is entitled to fees, commissions, royalties or any other payments, for the right to manufacture, design, sell or distribute any products currently manufactured, designed, sold or distributed by the Sellers; (h) any Contract involving deed, lease, agreement or other instrument pursuant to which the Sellers derive their right, title and interest in or to any restrictions with respect material portions of their real properties or to (i) any geographical area material rights of operations; way or (ii) scope or type other means of business of Orion or Merger Subaccess to their real properties; (i) any power of attorney employment, consulting or agency agreement similar Contract; any sales or arrangement commission agent Contract; any Employee Benefit Plans; and any other written plan, Contract or policy for officers, directors, consultants or employees with any Person pursuant respect to which such Person is granted the authority to act for salaries, insurance, bonuses, incentive compensation, pensions, deferred compensation, hospitalization, retirement payments, profit sharing, paid vacations or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Personother benefits; (j) any Contract relating to with any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; andlabor union; (k) any Contract which requires the consent of any Person not specified above that a party hereto for the consummation of the transactions contemplated by this Agreement; (l) any Contract upon which the Business of the Sellers is materially dependent including without limitation licenses or leases for the use of software programs and databases used for customer billing or switch operations; (m) any Contract pursuant to which Sellers have access to the telephone or other communications network (whether voice, data or video) of another Person and any contracts for the resale of any network capacity of Sellers; and (n) any other Contract related to the Business (other than Contracts excluded by an express exception from the descriptions set forth above) which (i) provides for payment or performance by either party thereto having an aggregate value of five thousand dollars ($5,000) or more or (ii) otherwise is or could reasonably be expected to be material to the business or operations of Orion, taken as a whole, to either Orion PartyBusiness. To the Knowledge of the Orion Parties, Orion has made available to Target true True and complete copies of each document listed on SCHEDULE 5.10, and a such written description Contract (or written summaries of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation the terms of any such Contract) listed pursuant to (a) through (n) above have been or will be made available to the Purchaser on or prior to 5:00 p.m., Eastern time, January 31, 2000. Except as set forth in Section 3.12 of the Company Disclosure Letter, all of the Contracts listed are in full force and effect, no defaults on SCHEDULE 5.10 at the part of any time by Seller or, to the knowledge of the Sellers, any other party thereto exist under any of the Contracts and the Sellers have not received notice, nor do they otherwise have knowledge, that any party to any such Contract intends to cancel, terminate, or parties thereto would refuse to renew such Contract or to exercise or decline to exercise any option or right thereunder. Sellers do not have an Orion any reason to expect that any material change will occur (whether as a result of the sale of the Assets to the Purchaser or otherwise) in the goodwill or relationships of the Sellers with their customers or suppliers, or in the level of their customer accounts, that would have, individually or in the aggregate, a Company Material Adverse Effect.

Contracts. SCHEDULE 5.10 sets (i) Except as expressly contemplated by this Agreement, or as set forth in the Schedule of Exceptions, the Company and each of its Subsidiaries is not, and as of each of the Closings the Company and each of its Subsidiaries will not be, a list party to, or bound by, and none of all Contracts that are their respective assets is or will be subject to, any written or oral agreement, contract, commitment, order, license, lease or other instrument and arrangement of the types described below (xthe "Contracts"): (A) any pension, profit sharing, stock option, employee stock purchase or other plan providing for deferred, incentive or other compensation to employees, any other employee benefit plan, or any contract with any labor union; (B) any contract for the employment or personal services of any officer, individual employee or other person or entity on a full-time, part-time, consulting, advisory or other basis providing annual compensation in excess of $125,000 or which, in any way, restricts or limits the right of the Company or any Subsidiary to terminate such contract at will; (C) any loan agreement, indenture, letter of credit, security agreement, mortgage, pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money in excess of $125,000 or to the mortgaging, pledging, transferring of a security interest, or otherwise placing an Encumbrance on any material asset or material group of assets (whether tangible or intangible) of the Company or any Subsidiary; (D) any guarantee of the payment or performance of any Person in excess of $125,000; any agreement to indemnify any Person or act as a surety for an amount in excess of $125,000; any other agreement to be contingently or secondarily liable for the obligations of any Person; or any "keep well" or similar credit support arrangements; (E) any lease or agreement under which it is the lessee of or holds or operates any property, real or personal, owned by any other party requiring annual payments in excess of $125,000; (F) any contract or agreement or group of related agreements with the same party or any group of affiliated parties which requires or may in the future require an aggregate payment by or to the Company or any Subsidiary in excess of $125,000; (G) any contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; (H) any material licenses, licensing arrangements and other similar contracts providing in whole or in part for the use by a third party of, or limiting the use by the Company or any Subsidiary of, any Intellectual Property; (I) any brokerage or finder's agreements relating to the transactions contemplated herein; (J) any joint venture, partnership and similar contracts involving a sharing of profits or expenses (including joint development and joint marketing contracts); (K) any asset purchase agreements, stock purchase agreements and other acquisition or divestiture agreements, including any agreements relating to the sale, lease or disposal of any assets of the Company or any of its Subsidiaries for consideration in excess of $50,000 or involving continuing indemnity or other obligations; (L) any material sales agency, marketing or distributorship agreements; (M) any contracts which contain "take or pay" provisions; (N) any contracts, agreements or arrangements regarding pre-emptive rights, rights of first refusal, put or call rights or obligations, anti-dilution rights or other restrictions on or with respect to the issuance, sale or redemption of the capital stock of the Company or any of its Subsidiaries; (O) any contracts, agreements or arrangements regarding the rights, obligations, restrictions on or with respect to the voting of any of the capital stock of the Company or any of its Subsidiaries or the registration of such stock for offering to the public pursuant to the Securities Act; and/or (P) any other contract, agreement or commitment not the subject matter of clauses (A) through (P) above which is or could be reasonably expected to be material to the business Company, any Subsidiary or operations the Business. (ii) The Company and each of Orionits Subsidiaries has performed all obligations required to be performed by it to date and is not in material default under, taken as a wholeor in material breach of, to either Orion Party; and (y) or in receipt of any claim of material default under or material breach of, any agreement to which any of the Orion Parties are it is a party, by which either are bound party or to which any of their respective its assets is subject; the Company has no present expectation or properties are subject, as applicable, including but intention of not limited to the following types of Contracts: (a) any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activitiesfully performing, or of permitting any Contract of its Subsidiaries not to act as one of perform fully, all such obligations; and the foregoing on behalf Company does not have any knowledge of any Person; (d) material breach or anticipated material breach by the other parties to any Contract which involves the payment contract or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made it or will make any loans of its Subsidiaries is a party or advances; (ii) has to which any of its or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or their assets is subject. (iii) has To the knowledge of the Company, none of the officers of the Company or will have otherwise become responsible any Subsidiary is a party to any oral or written contract which prohibits, restricts or limits his or her performance of his or her duties or the fulfillment of his or her obligations as an employee and an officer of the Company or any Subsidiary. (iv) Each Contract is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary, and to the knowledge of the Company, the other parties thereto, subject to applicable bankruptcy, insolvency, or other similar laws affecting the enforceability of creditors' rights generally and court decisions with respect to any undertaking thereto, and the discretion of another (except for the negotiation or collection of negotiable instruments courts in transactions granting equitable remedies. Except as set forth in the ordinary course Schedule of business consistent with past practice); (f) Exceptions, no Consent of any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) Person is required under any Contract involving as a partnership, joint venture result of or other cooperative undertaking; (h) any Contract involving any restrictions in connection with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted execution and delivery by the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, Company or any acquisition of its Subsidiaries or disposition the performance by the Company or any of its Subsidiaries of its obligations hereunder or under any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time Other Agreements or the consummation by the other party Company or parties thereto would not have an Orion Material Adverse Effectany of its Subsidiaries of the transactions contemplated hereby or thereby.

Contracts. SCHEDULE 5.10 (a) Schedule 5.14 sets forth a list of each Contract described in this Section 5.14(a) to which the Company is party or by which it is bound, (such Contracts as described in this Section 5.14(a) being “Material Contracts”): (i) all Contracts that provide for receipt by the Company of more than $50,000 (or equivalent non-cash value) per year, including any such Contracts with customers or clients, and all Contracts that provide for payment by the Company of more than $50,000 (or equivalent non-cash value) per year, including any such Contracts with suppliers; (ii) all Contracts pursuant to which the Company is entitled or obligated to either acquire any assets from, or sell any assets to, a third Person; (iii) all Contracts relating to Indebtedness; (iv) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (v) all material joint venture, partnership or similar agreements or arrangements; (vi) all Contracts relating to the employment of any officer or employee, including contracts and agreements regarding compensation, bonus payments and severance arrangements; (vii) all Contracts, options, rights of first refusal or offers for the purchase, sale, lease or encumbrance (other than Permitted Liens) of real property; (viii) all Contracts granting any exclusive rights to make, use, sell, or otherwise exploit the Company’s products or otherwise exploit the Company’s Intellectual Property rights; (ix) all Contracts under which the Company has received a license to any third-party Intellectual Property rights that are (A) embedded in the products of the Company, (B) embedded in any other software licensed or used by the Company excluding all “off-the-shelf software,” or (C) otherwise material to the Business; (x) material to the business any agency, distributorship or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining management agreement; (xi) all Contracts with Governmental Entities; (xii) all Contracts which can be terminated in the event of any change in the underlying ownership or control of the Company or would be materially affected by such change; (xiii) all Contracts for the benefit of any Company Related Party; (xiv) all Contracts not made in the ordinary course; and (xv) any other Contract that is material to the Company. (b) Each Material Contract is valid and binding on the Company and, to the Company’s Knowledge, the counterparties thereto, and is in full force and effect. The Company is not in breach of, or default under, any Material Contract to which it is a party (and no event exists that with notice or lapse of time or both would constitute such a breach or default). Neither the Company nor, to the Company’s Knowledge, any employee, consultant, advisor, officer other party thereto has threatened to breach any of the material provisions thereof or director notified the Company of Orion or Merger Sub;a default thereunder. (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract Company has delivered to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion has made available to Target true Buyer complete and complete correct copies of each document listed on SCHEDULE 5.10all written Material Contracts, together with all amendments thereto, and a written description accurate descriptions of each all material terms of all oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto would not have an Orion Material Adverse EffectContracts.

Contracts. SCHEDULE 5.10 sets forth a list Schedule 4.14 attached hereto lists the following Contracts as of all Contracts that are (x) material the date of this Agreement relating to the business or operations of OrionReal Estate Business (collectively, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of "Material Contracts:"): (a) any collective bargaining agreementagreement (or group of related agreements) for the lease of personal property or equipment to or from any Person providing for lease payments in excess of $25,000 per annum or are not terminable by Seller or a Subsidiary without penalty upon 30 days prior written notice or less; (b) any Contract with any employeeagreement (or group of related agreements), consultantincluding without limitation, advisorletters of intent) for (i) the purchase of or sale of real property (other than those relating to the Excluded Properties), officer (ii) the purchase or director sale of Orion supplies, products or Merger Subother personal property that involves consideration in excess of $50,000 (other than purchase orders relating to the construction contracts described in subsection (c)), or (iii) the furnishing or receipt of services, including, without limitation, management, operating, listing, brokerage, supply and maintenance agreements, other than agreements that are terminable by Seller or a Subsidiary without penalty upon the sale of the Purchased Assets or upon 30 days prior written notice or less; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency agreement (or other Person engaged in sales, distributing group of related agreements) relating to the development or promotional activities, or any Contract to act as one of the foregoing on behalf construction of any PersonProperty providing for payment to any Person in excess of $25,000, other than agreements that are terminable by Seller or a Subsidiary without penalty upon 30 days prior written notice; (d) any Contract which involves agreement constituting part of the payment or receipt Assumed Liabilities, other than the Partnership Agreements, limiting the right of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess Seller to conduct any line of $10,000;business; or (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Person; (j) any Contract relating to any corporate acquisition or disposition a letter of Orion or Merger Sub, or any acquisition or disposition credit issued upon the request of any subsidiary, division, line Seller and the Subsidiaries of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion PartySeller. To the Knowledge of the Orion Parties, Orion Seller has made available to Target true Purchaser for Purchaser's review a correct and complete copies copy of each document listed on SCHEDULE 5.10Material Contract (as amended). Neither Seller nor any Subsidiary has received any written notice that it is in violation of or in default under any of the Material Contracts, and a to the Knowledge of Seller, neither Seller nor any Subsidiary is in violation of or in default under any of the Material Contracts, and neither Seller nor any Subsidiary have given any written description notice to any non-Seller-affiliated party informing it that such party is, and to the Knowledge of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation Seller, no non-Seller-affiliated party is, in violation of or in default of any Contracts listed on SCHEDULE 5.10 at material term under any time by of the other party or parties thereto would not have an Orion Material Adverse EffectContracts. Each Material Contract is in full force and effect.

Contracts. SCHEDULE 5.10 (a) Except for Contracts contemplated by this Agreement, Section 3.13(a) of the Seller Disclosure Schedule sets forth a list of all each of the following Contracts to which either the Company or one of the Company’s Subsidiaries is party or by which any of them is bound and any party thereto has any continuing rights, obligations or Liabilities; provided, however, that are any Contract referred by more than one of the items set forth in this Section 3.13(a) need only be listed once in Section 3.13(a) of the Seller Disclosure Schedule: (i) for the purchase of materials, supplies, goods, services, equipment or other assets which provides for annual payments during the fiscal year ending December 31, 2018, by the Company or any of the Company’s Subsidiaries of $100,000 or more; (ii) for the sale by the Company or any of the Company’s Subsidiaries of materials, supplies, goods, services, equipment or other assets which is with a Major Advertiser or Material Customer; (iii) that contains a “take or pay” provision; (iv) for the lease of equipment that involves annual aggregate payments in excess of $100,000 during the fiscal year ending December 31, 2018; (v) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract for the borrowing or lending of money (other than to employees for travel expenses in the Ordinary Course of Business) or agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person; (vi) that restrains or limits the ability of the Company or any of the Company’s Subsidiaries to engage or compete after Closing in any manner or in any business or location or to solicit any Person to enter into a business relationship other than Contracts solely for the distribution of the Company’s or any of the Company’s Subsidiaries’ products entered into in the Ordinary Course of Business on a standard form of Contract made available to Purchaser; (vii) that relates to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the last three (3) years, excluding contracts made in the Ordinary Course of Business relating to acquisition of supplies and dispositions of inventory; (viii) that is a collective bargaining Contract or other Contract with any labor organization, union or association; (ix) for the employment or engagement of any officer or employee on a full-time, part-time, consulting or independent contractor basis, in case, providing for salary or other payments in excess of $75,000 per annum, excluding any such agreement that is terminable at will upon notice of ninety (90) days or less; (x) that grants a “most favored customer” or similar provision; (xi) under which the Company or any of the Company’s Subsidiaries is obligated to pay royalties, commissions or similar payments to any Person; (xii) that establishes a joint venture, partnership, limited liability company or other similar agreement between Company or any of the Company’s Subsidiaries and any other Person involving a sharing of profits, losses, costs or Liabilities; (xiii) for capital expenditures other than capital expenditures individually or in the aggregate of not more than $100,000; (xiv) pursuant to which the Company or any of the Company’s Subsidiaries grants to any Person (other than an employee of the Company or the Company’s Subsidiaries) the right to market, distribute or resell any products on behalf of the Company or any of the Company’s Subsidiaries and that (1) requires the Company or any of the Company’s Subsidiaries to incur aggregate payments in excess of $100,000 during the fiscal year ending December 31, 2018, and (2) is not terminable on thirty (30) or fewer days’ notice; (xv) any Contract (A) that cannot be terminated by the Company or the Company’s Subsidiaries on ninety (90) or fewer days’ notice without penalty or premium and (B) that provides for annual aggregate payments (contingent or otherwise, including milestones, earn-outs, contingent payments and other future payment obligations) by the Company or any one or more of the Company’s Subsidiaries in excess of $50,000 during the fiscal year ending December 31, 2018 or any fiscal year thereafter; or (xvi) that includes a grant of any license, sublicense, covenant not to assert or other right in (1) any material Intellectual Property of any third party to the business Company or operations any of Orionthe Company’s Subsidiaries (such Intellectual Property, collectively, the “Company Licenses”) (but excluding any licenses of any Software that is generally commercially available and licensed to the Company or any of the Company’s Subsidiaries pursuant to standard terms and conditions), or (2) any material Owned Intellectual Property by the Company or any of the Company’s Subsidiaries to any other Person (the “Third Party Licenses”). (b) Except as set forth in Section 3.13(b) of the Seller Disclosure Schedule, each of the Contracts listed or required to be listed in Section 3.13(a) of the Seller Disclosure Schedule, together with any material purchase orders for the sale or purchase of materials, supplies, goods, services, equipment or other assets (collectively, the “Material Contracts”) is a legal, valid and binding obligation of the Company or one of the Company’s Subsidiaries and, to the Company’s Knowledge, each other Person who or which is a party thereto and is enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally and the availability of injunctive relief and other equitable remedies. Neither the Company nor any of the Company’s Subsidiaries, is in breach or default under any of the Material Contracts to which it is a party and, to the Company’s Knowledge, no other party to any such Material Contract is in breach or default thereunder, except in each case with respect to breaches by the Company or the Company’s Subsidiaries as would not be, individually or in the aggregate, materially adverse to the Company or the Company’s Subsidiaries, taken as a whole. To the Company’s Knowledge, no event or circumstance has occurred with respect to either Orion Party; and (y) to which the Company or any of the Orion Parties are a partyCompany’s Subsidiaries or, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types Company’s Knowledge, any other party to a Material Contract that, with notice or lapse of Contracts: (a) time or both, would constitute an event of default under any collective bargaining agreement; (b) any Material Contract with any employee, consultant, advisor, officer or director of Orion result in a termination thereof or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency cause or other Person engaged in sales, distributing or promotional activities, permit the acceleration or any Contract to act as one of the foregoing on behalf other change of any Person; (d) any Contract which involves material right or obligation or the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practice); (f) any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf loss of any Person; (j) any Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, or any acquisition or disposition of any subsidiary, division, line of business or real property, in each case during the five years prior to the date of this Agreement; and (k) any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Partybenefits thereunder. To the Knowledge Company’s Knowledge, neither the Company nor any of the Orion PartiesCompany’s Subsidiaries has received from any Person, Orion has made available or provided to Target true and complete copies of each document listed on SCHEDULE 5.10any Person, and a any written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation notice of any Contracts listed on SCHEDULE 5.10 at intention to terminate any time by the other party or parties thereto would not have an Orion Material Adverse EffectContract.

Contracts. SCHEDULE 5.10 (a) Schedule 3.09(a) sets forth a true and complete list of all of the following Contracts to which any Company is a party or is otherwise bound, that are used in the Business or by which the assets or properties of any Company are bound, and which are currently in effect, including, without limitation, the following (collectively, the “Material Contracts”) (with such Schedule 3.09(a) being partitioned into subsections corresponding to the particular subsections of this Section 3.09(a) to which each such disclosure applies): (i) each Contract which by its terms calls for aggregate payments by any Company under such Contract of $100,000.00 or more; (ii) each Contract which by its terms provides for aggregate payments to any Company of $250,000.00 or more; ​ ​ (iii) each lease (whether of real or personal property), including all capitalized lease obligations, operating leases, bareboat charters, and all Leases disclosed or required to be disclosed on Schedule 3.06(b); (iv) each collective bargaining agreement, memorandum of understanding or other agreement with any labor union; (v) each Contract relating to the issuance, securing or guaranty of any Debt ‎(including performance, suretyship and other bonds and, in any case, whether ‎incurred, assumed, guaranteed or secured by any asset) ‎or relating to the granting by any Company of a Lien (other than Permitted Liens) on any of the Equity Interests or material assets of any Company; (vi) ‎any Contract containing covenants that (A) ‎restrict any Company’s ability to freely engage in any line of business, offer products or services in a geographic region or compete ‎with any Person or hire any Person, (B) restrict any Person from competing with ‎any Company or soliciting employees or customers from any Company, ‎‎(C) require any Person to purchase or sell a stated portion of its requirements or ‎‎output from or to another Person, (D) grant “most favored nation” status to any Person, or (E) imposes any exclusivity obligation with ‎‎respect to any Company’s material sale or purchase of goods or services; (vii) other than the Organizational Documents of any Company, each Contract relating to the formation, creation, operation, management or control of a joint venture, strategic alliance, partnership or other similar agreement or arrangement; (viii) each Contract between Related Parties; (ix) each Contract providing for the payment of any cash or other compensation or benefits upon the consummation of the transactions contemplated hereby, including Contracts for the payment of Company Transaction Expenses; (x) material to the business each Contract providing for severance, change in control or operations of Orion, taken as a whole, to either Orion Party; and (y) to which any of the Orion Parties are a party, by which either are bound or to which any of their respective assets or properties are subject, as applicable, including but not limited to the following types of Contracts: (a) any collective bargaining agreementother similar payments; (bxi) each Contract providing for payments to or by any Contract with any employeePerson, consultantincluding sales agents and purchasing agents, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in based on sales, distributing purchases or promotional activitiesprofits, or any Contract to act as one of the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or servicesthan direct payments for goods, in each case having a value involving an amount in excess of $10,000100,000.00; (exii) each Contract for the employment of any individual on a full-time, part-time, or consulting basis; (xiii) each Contract pursuant to which either Orion Party any third party has rights to own or use any material asset of ‎any Company, ‎including each Contract affecting the ownership of or use of any of the Company Intellectual Property; (ixiv) has made each vessel charter Contract or will make any loans other charter arrangements, vessel sharing or advances; management Contracts (ii) has or will have incurred debtsincluding for commercial, or become a guarantor or suretytechnical, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the negotiation or collection of negotiable instruments in transactions in the ordinary course of business consistent with past practicecrew and other management services); (fxv) any indentureeach research and development Contract, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financingand other development and cooperation Contracts; (gxvi) each newbuild, shipbuilding or shipyard Contract for any Contract ‎upgrades or repair and maintenance of any vessel of any Company involving a partnershipexpenditures of $100,000.00 or more, joint venture or other cooperative undertakingincluding ‎any refund guarantees; (hxvii) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Subeach MARAD Contract; (ixviii) any power of attorney each futures Contract or agency agreement other Contract relating to hedging or arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of Orion or Merger Sub, or pursuant to which Orion or Merger Sub are granted the authority to act for or on behalf of any Personderivatives; (jxix) each license, franchise or similar Contract; (xx) any Contract relating to any corporate acquisition settlement of any Proceeding that was pending against or disposition asserted by any Company at any time during the last two (2) years; (xxi) each Contract that contains a right of Orion or Merger Subfirst refusal, first offer, option to purchase, or other similar right with respect to any of the assets or the Equity Interests of any Company, including the Interests; (xxii) each Contract relating to the acquisition or disposition of any subsidiarybusiness (whether by merger, divisionsale of Equity Interests, line sale of business assets or real property, in each case during the five years prior to the date of this Agreementotherwise); and (kxxiii) each Contract, the primary purpose of which is to provide a warranty, guaranty, or indemnity to or for any Contract not specified above that is otherwise material to the business or operations of Orion, taken as a whole, to either Orion Party. To the Knowledge of the Orion Parties, Orion Person. (b) Seller has made available to Target true true, correct and complete copies of the Material Contracts to Purchaser, in each document listed case, including all exhibits, schedules, annexes, appendices, amendments, restatements, extensions, supplements or other modifications thereto. Except as set forth on SCHEDULE 5.10Schedule 3.09(b), (i) the applicable Company party thereto is not, and, to the Knowledge of Seller, none of the other parties thereto is, in default under any Material Contract, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a written description default on the part of the applicable Company party thereto or, to the Knowledge of Seller, any other party thereto under any such Material Contract, except in each oral arrangement so listed case with respect to defaults that are not material, either individually or in the aggregate and (ii) each of the Material Contracts is contained valid and binding on SCHEDULE 5.10the applicable Company party thereto and, to the Knowledge of Seller, on each other party thereto‎, enforceable in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally, and by general equitable principles. The cancellation of Except as set forth on Schedule 3.09(b), no Company has given to or received from any Contracts listed on SCHEDULE 5.10 ‎other Person, at any time by since the Latest Balance Sheet Date any notice or other party communication ‎‎(whether written or, to the Knowledge of Seller, oral) regarding any actual, alleged, possible, or parties thereto would not have an Orion potential violation or ‎breach of, or default under, any Material Adverse Effect.Contract‎. ‎