Common use of Material Contracts and Obligations Clause in Contracts

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains a true and complete list of each of the following Contracts to which SCAN Group or any SCAN Company is a party or bound (such Contracts, together with the SCAN Key Provider Contracts listed in Section 5.14(c) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”): (i) any agreement which required annual expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below; (ii) any material employment, consulting or collective bargaining agreements, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisions; (iii) SCAN Benefit Plans; (iv) any agreement relating to indebtedness for borrowed money; (v) any guarantee or other agreement by which SCAN Group or any SCAN Company is or may become liable for indebtedness or any other obligations of another Person; (vi) any agreement relating to the disposition, directly or indirectly, of any of SCAN Group’s or the SCAN Companies’ assets other than in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN Leases; (ix) any agreement which contains any exclusivity right in favor of a third party and that involved expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021; (x) any agreement under which SCAN Group or any SCAN Company has materially limited or restricted its right to (A) compete or contract with any Person in any respect, (B) engage in any line of business, (C) operate in any geographic location, or

Material Contracts and Obligations. (a) Section 5.14(a6.14(a) of the Disclosure Schedules contains a true and complete list of each of the following Contracts to which SCAN Group CareOregon or any SCAN CareOregon Company is a party or bound (such Contracts, together with the SCAN CareOregon Key Provider Contracts listed in Section 5.14(c6.14(c) of the Disclosure Schedules, each, each a “SCAN CareOregon Material Contract” and, collectively, the “SCAN CareOregon Material Contracts”): (i) any agreement which required annual expenditures by SCAN Group CareOregon or a SCAN CareOregon Company in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below; (ii) any material employment, consulting or collective bargaining agreements, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisions; (iii) SCAN CareOregon Benefit Plans; (iv) any agreement relating to indebtedness for borrowed money; (v) any guarantee or other agreement by which SCAN Group CareOregon or any SCAN CareOrgon Company is or may become liable for indebtedness or any other obligations of another Person; (vi) any agreement relating to the disposition, directly or indirectly, of CareOregon’s or any of SCAN Group’s or the SCAN CareOregon Companies’ assets other than in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN CareOregon Leases; (ix) any agreement which contains any exclusivity right in favor of a third party and that involved expenditures by SCAN Group CareOregon or a SCAN CareOregon Company in excess of $1,000,000 for calendar year 2021; (x) any agreement under which SCAN Group CareOregon or any SCAN CareOregon Company has materially limited or restricted its right to (A) compete or contract with any Person in any respect, (B) engage in any line of business, (C) operate in any geographic location, oror (D) use or disclose any information in its possession (other than confidentiality agreements entered into in the ordinary course of business or included in agreements that do not otherwise constitute CareOregon Material Contracts). For clarity, agreements disclosed pursuant to Section 6.14(c) need not be separately disclosed for purposes of this Section 6.14(a). (b) All CareOregon Material Contracts are valid, binding and in full force and effect. Neither CareOregon nor any of the CareOregon Companies is, and, to the Knowledge of CareOregon, no other Party to any CareOregon Material Contract is, in default of any of its respective obligations under any such CareOregon Material Contract. (c) Section 6.14(c) of the Disclosure Schedules contains a true and complete list of all providers (including pharmacies) for the CareOregon Companies to which CareOregon or the CareOregon Companies made payments in excess of $5,000,000, based on aggregate payments made by such entities to such providers for the period January 1, 2021 to December 31, 2021 (the “CareOregon Key Providers”). Each applicable CareOregon Company has in place a written Contract with each such CareOregon Key Provider that is currently in effect (the “CareOregon Key Provider Contracts”). Except as set forth on Section 6.14(c) of the Disclosure Schedules, CareOregon has delivered or made available to SCAN Group complete copies of all CareOregon Key Provider Contracts, including all amendments, waivers or changes thereto. Except as set forth on Section 6.14(c) of the Disclosure Schedules, since December 31, 2021, no CareOregon Key Provider has given written notice of a termination of its relationship with any of the CareOregon Companies, no CareOregon Key Provider Contract has changed in its essential commercial terms, no CareOregon Key Provider has materially altered the aggregate amount of provider claims it submits to the CareOregon Companies except in the ordinary course of business, and no CareOregon Key Provider has otherwise notified any CareOregon Company that it intends to terminate its business relationship with any such entity. During the current term of each applicable CareOregon Key Provider Contract, the applicable CareOregon Company has compensated and currently compensates each CareOregon Key Provider for services to enrollees in accordance with the rates and fees set forth in the applicable CareOregon Key Provider Contract. Except as set forth on Section 6.14(c) of the Disclosure Schedules, each applicable CareOregon Company has in place a written contract with each provider other than the CareOregon Key Providers that is currently in effect. Except as set forth on Section 6.14(c) of the Disclosure Schedules, there are no renegotiations, attempts to renegotiate or outstanding rights to negotiate any material amount to be paid or payable to or by any CareOregon Company under any contract with any provider other than in the ordinary course of business consistent with the past practices.

Material Contracts and Obligations. (a) Section 5.14(a6.14(a) of the Disclosure Schedules contains a true and complete list of each of the following Contracts to which SCAN Group CareOregon or any SCAN CareOregon Company is a party or bound (such Contracts, together with the SCAN CareOregon Key Provider Contracts listed in Section 5.14(c6.14(c) of the Disclosure Schedules, each, each a “SCAN CareOregon Material Contract” and, collectively, the “SCAN CareOregon Material Contracts”): (i) any agreement which required annual expenditures by SCAN Group CareOregon or a SCAN CareOregon Company in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below; (ii) any material employment, consulting or collective bargaining agreements, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisions; (iii) SCAN CareOregon Benefit Plans; (iv) any agreement relating to indebtedness for borrowed money; (v) any guarantee or other agreement by which SCAN Group CareOregon or any SCAN CareOrgon Company is or may become liable for indebtedness or any other obligations of another Person; (vi) any agreement relating to the disposition, directly or indirectly, of CareOregon’s or any of SCAN Group’s or the SCAN CareOregon Companies’ assets other than in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN CareOregon Leases; (ix) any agreement which contains any exclusivity right in favor of a third party and that involved expenditures by SCAN Group XxxxXxxxxx or a SCAN CareOregon Company in excess of $1,000,000 for calendar year 2021; (x) any agreement under which SCAN Group CareOregon or any SCAN CareOregon Company has materially limited or restricted its right to (A) compete or contract with any Person in any respect, (B) engage in any line of business, (C) operate in any geographic location, oror (D) use or disclose any information in its possession (other than confidentiality agreements entered into in the ordinary course of business or included in agreements that do not otherwise constitute CareOregon Material Contracts). For clarity, agreements disclosed pursuant to Section 6.14(c) need not be separately disclosed for purposes of this Section 6.14(a). (b) All CareOregon Material Contracts are valid, binding and in full force and effect. Neither CareOregon nor any of the CareOregon Companies is, and, to the Knowledge of CareOregon, no other Party to any CareOregon Material Contract is, in default of any of its respective obligations under any such CareOregon Material Contract. (c) Section 6.14(c) of the Disclosure Schedules contains a true and complete list of all providers (including pharmacies) for the CareOregon Companies to which CareOregon or the CareOregon Companies made payments in excess of $5,000,000, based on aggregate payments made by such entities to such providers for the period January 1, 2021 to December 31, 2021 (the “CareOregon Key Providers”). Each applicable CareOregon Company has in place a written Contract with each such CareOregon Key Provider that is currently in effect (the “CareOregon Key Provider Contracts”). Except as set forth on Section 6.14(c) of the Disclosure Schedules, CareOregon has delivered or made available to SCAN Group complete copies of all CareOregon Key Provider Contracts, including all amendments, waivers or changes thereto. Except as set forth on Section 6.14(c) of the Disclosure Schedules, since December 31, 2021, no CareOregon Key Provider has given written notice of a termination of its relationship with any of the CareOregon Companies, no CareOregon Key Provider Contract has changed in its essential commercial terms, no CareOregon Key Provider has materially altered the aggregate amount of provider claims it submits to the CareOregon Companies except in the ordinary course of business, and no CareOregon Key Provider has otherwise notified any CareOregon Company that it intends to terminate its business relationship with any such entity. During the current term of each applicable CareOregon Key Provider Contract, the applicable CareOregon Company has compensated and currently compensates each CareOregon Key Provider for services to enrollees in accordance with the rates and fees set forth in the applicable CareOregon Key Provider Contract. Except as set forth on Section 6.14(c) of the Disclosure Schedules, each applicable CareOregon Company has in place a written contract with each provider other than the CareOregon Key Providers that is currently in effect. Except as set forth on Section 6.14(c) of the Disclosure Schedules, there are no renegotiations, attempts to renegotiate or outstanding rights to negotiate any material amount to be paid or payable to or by any CareOregon Company under any contract with any provider other than in the ordinary course of business consistent with the past practices.

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains a true and complete list of each All of the following Contracts agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which SCAN each Group or any SCAN Company is a party or by which it or its assets is bound (such each, a “Material Contract” and collectively, the “Material Contracts, together with ”) have been made available for inspection by the SCAN Key Provider Contracts Investor and its counsel and are listed in Section 5.14(c3.9(a) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”):Schedule: (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any agreement which required annual expenditures by SCAN Group or a SCAN Company Company, in excess of $1,000,000 for calendar year 2021, RMB20,000,000 other than as otherwise disclosed pursuant to clauses the cash deposit agreements with banks the amounts of which are included in the Financial Statements (ii)-(xprovided that only such Material Contracts under this subclause (i) belowhaving an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB50,000,000 have been made available for inspection by the Investor and its counsel and included in Section 3.9(a) of the Disclosure Schedule); (ii) any material employmentcontaining exclusivity, consulting or collective bargaining agreementsnon-competition, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisionsclauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise; (iii) SCAN Benefit Plansentered not in the ordinary course of business and having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB1,000,000; (iv) transferring or licensing any agreement relating Proprietary Assets to indebtedness or from any Group Company other than agreements for borrowed moneycommercially available off-the-shelf software that has not been modified or customized for any Group Company; (v) any guarantee or other agreement by termination of which SCAN Group or any SCAN Company is or may become liable for indebtedness or any other obligations of another Person;would be reasonably likely to have a Material Adverse Effect. (vi) entered between the Company, Jingdong Century and Tianjin Star East, on the one hand, and any agreement relating to of the dispositionPRC Affiliates or individual shareholders of the PRC Affiliates, directly on the other hand (the “VIE Agreements”), (vii) involving any of the Key Employees, directors, senior officers or indirectly, shareholders of any Group Company (provided that Section 3.9(a) of SCAN Group’s or the SCAN Companies’ assets Disclosure Schedule included only such Material Contracts under this subclause (vii) other than those relating employment or service arrangements in the ordinary course of business the amounts of which have been included in the Financial Statements); (viii) involving any governmental authority (provided that Section 3.9(a) of the Disclosure Schedule included only such Material Contracts that are not in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN Leases); (ix) any agreement which contains any exclusivity right in favor terminating or requiring the consent of a third party and that involved expenditures as a result of the transactions contemplated by SCAN Group this Agreement or a SCAN Company in excess of $1,000,000 for calendar year 2021the Ancillary Agreements; (x) obligating such Group Company to share, license or develop any agreement product or technology; (xi) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any securities of any Group Company other than (a) those relating to the repurchase of Old Shares as contemplated under Section 9.7 hereof, (b) those agreements pursuant to which the employees, directors, consultants or advisors of the Group Companies have been allocated with any of the ESOP Shares pursuant to the employee and advisor stock option plan from time to time duly adopted by the Company and (c) those agreements the transactions contemplated under which SCAN have been consummated and reflected in the Financial Statements); or (xii) involving the acquisition or sale of a business, a merger, consolidation, amalgamation or similar transaction, or a partnership, joint venture, or similar arrangement other than those agreements the transactions contemplated under which have been consummated and reflected in the Financial Statements. (b) Each Material Contract constitutes the valid and legally binding obligation of the Group Companies, enforceable in accordance with its terms, and the performance of which does not violate any applicable statute, law, injunction, judgment, decree, order, ruling, assessment or writ of any SCAN governmental authority, and is in full force and effect. Each Group Company has duly performed all of its obligations under each Material Contract in all material respects to the extent that such obligations to perform have accrued, and none of the Group Companies has breached, nor does any Seller Party have any knowledge of any claim or threat that (i) any term or condition of any Material Contract has been breached or (ii) any other agreement or understanding to which any Group Company is a party or by which its properties are bound has been breached, in each case which would reasonably be expected to impose liability on any Group Company in excess of RMB50,000,000. No Group Company has given notice (whether or not written) that it intends to terminate a Material Contract or that any other party thereto has materially limited breached, violated or restricted its right defaulted under any Material Contract. No Group Company has received any notice (whether or not written) that (i) it has breached, violated or defaulted under any Material Contract or (ii) any other party thereto intends to terminate such Material Contract. (Ac) compete Without limitation to the foregoing subclause (a), none of the Group Companies has breached, and no facts or contract circumstances are in existence which, with or without the passage of time, could lead to any Person of the Group Companies being in any respectbreach of: (i) the Series A Preferred Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (Bii) engage the Series B Preferred Share Purchase Agreement (as defined in any line of businessthe Ninth Shareholders Agreement), (Ciii) operate Ordinary Share Purchase Agreement, dated December 31, 2009, by and among the Company, Xxx Smart, Jingdong Century, certain other PRC Subsidiaries, Jingdong 360, the Founder and Tiger Global Five 360 Holdings, (iv) Ordinary Share Purchase Agreement, dated March 17, 2010, by and among the Company, the Founder, Kaixin Asia Limited and Accurate Way Limited, (v) May 2010 Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (vi) Rescission Agreement, dated September 3, 2010, by and among the Company, Xxx Smart, Tiger 360Buy and certain individual shareholders, (vii) Share Purchase Agreement, dated September 3, 2010, by and among Xxx Smart, Tiger 360Buy and certain individual shareholders, (viii) Series C Preferred Share Subscription Agreement (as defined in the Ninth Shareholders Agreement), (ix) the Warrants (as defined in the Ninth Shareholders Agreement), which have been fully and duly exercised by the relevant parties (or its Affiliates) to the Warrants pursuant to the terms and conditions in the respective Warrant, (x) First DST Global Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (xi) Second DST Global Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (xii) Sequoia Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (xiii) Classroom Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement) and (xiv) all shareholder rights and voting agreements of the Company, including the Ninth Shareholders Agreement; and none of the Group Companies has any geographic location, orliability (including any contingent liability) under any of the foregoing agreements.

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains a true and complete list of each All of the following Contracts agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which SCAN each Group or any SCAN Company is a party or by which it or its assets is bound (such each, a “Material Contract” and collectively, the “Material Contracts, together with ”) have been made available for inspection by the SCAN Key Provider Contracts Investors and their counsel and are listed in Section 5.14(c3.9(a) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”):Schedule: (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any agreement which required annual expenditures by SCAN Group or a SCAN Company Company, in excess of $1,000,000 for calendar year 2021, RMB20,000,000 other than as otherwise disclosed pursuant to clauses the cash deposit agreements with banks the amounts of which are included in the Financial Statements (ii)-(xprovided that only such Material Contracts under this subclause (i) belowhaving an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB50,000,000 have been made available for inspection by the Investors and their counsel and included in Section 3.9(a) of the Disclosure Schedule); (ii) any material employmentcontaining exclusivity, consulting or collective bargaining agreementsnon-competition, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisionsclauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise; (iii) SCAN Benefit Plansentered not in the ordinary course of business and having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB1,000,000; (iv) transferring or licensing any agreement relating Proprietary Assets to indebtedness or from any Group Company other than agreements for borrowed moneycommercially available off-the-shelf software that has not been modified or customized for any Group Company; (v) any guarantee or other agreement by termination of which SCAN Group or any SCAN Company is or may become liable for indebtedness or any other obligations of another Person;would be reasonably likely to have a Material Adverse Effect. (vi) entered between the Company, Jingdong Century and Tianjin Star East, on the one hand, and any agreement relating to of the dispositionPRC Affiliates or individual shareholders of the PRC Affiliates, directly on the other hand (the “VIE Agreements”), (vii) involving any of the Key Employees, directors, senior officers or indirectly, shareholders of any Group Company (provided that Section 3.9(a) of SCAN Group’s or the SCAN Companies’ assets Disclosure Schedule included only such Material Contracts under this subclause (vii) other than those relating employment or service arrangements in the ordinary course of business the amounts of which have been included in the Financial Statements); (viii) involving any governmental authority (provided that Section 3.9(a) of the Disclosure Schedule included only such Material Contracts that are not in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN Leases); (ix) any agreement which contains any exclusivity right in favor terminating or requiring the consent of a third party and that involved expenditures as a result of the transactions contemplated by SCAN Group this Agreement or a SCAN Company in excess of $1,000,000 for calendar year 2021the Ancillary Agreements; (x) obligating such Group Company to share, license or develop any agreement product or technology; (xi) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any securities of any Group Company other than (a) those relating to the repurchase of Old Shares as contemplated under Section 9.8 hereof, (b) those agreements pursuant to which the employees, directors, consultants or advisors of the Group Companies have been allocated with any of the ESOP Shares pursuant to the employee and advisor stock option plan from time to time duly adopted by the Company and (b) those agreements the transactions contemplated under which SCAN have been consummated and reflected in the Financial Statements); or (xii) involving the acquisition or sale of a business, a merger, consolidation, amalgamation or similar transaction, or a partnership, joint venture, or similar arrangement other than those agreements the transactions contemplated under which have been consummated and reflected in the Financial Statements. (b) Each Material Contract constitutes the valid and legally binding obligation of the Group Companies, enforceable in accordance with its terms, and the performance of which does not violate any applicable statute, law, injunction, judgment, decree, order, ruling, assessment or writ of any SCAN governmental authority, and is in full force and effect. Each Group Company has duly performed all of its obligations under each Material Contract in all material respects to the extent that such obligations to perform have accrued, and none of the Group Companies has breached, nor does any Seller Party have any knowledge of any claim or threat that (i) any term or condition of any Material Contract has been breached or (ii) any other agreement or understanding to which any Group Company is a party or by which its properties are bound has been breached, in each case which would reasonably be expected to impose liability on any Group Company in excess of RMB50,000,000. No Group Company has given notice (whether or not written) that it intends to terminate a Material Contract or that any other party thereto has materially limited breached, violated or restricted its right defaulted under any Material Contract. No Group Company has received any notice (whether or not written) that (i) it has breached, violated or defaulted under any Material Contract or (ii) any other party thereto intends to terminate such Material Contract. (Ac) compete Without limitation to the foregoing subclause (a), none of the Group Companies has breached, and no facts or contract circumstances are in existence which, with or without the passage of time, could lead to any Person of the Group Companies being in any respectbreach of: (i) the Series A Preferred Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (Bii) engage the Series B Preferred Share Purchase Agreement (as defined in any line of businessthe Ninth Shareholders Agreement), (Ciii) operate Ordinary Share Purchase Agreement, dated December 31, 2009, by and among the Company, Xxx Smart, Jingdong Century, certain other PRC Subsidiaries, Jingdong 360, the Founder and Tiger Global Five 360 Holdings, (iv) Ordinary Share Purchase Agreement, dated March 17, 2010, by and among the Company, the Founder, Kaixin Asia Limited and Accurate Way Limited, (v) May 2010 Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (vi) Rescission Agreement, dated September 3, 2010, by and among the Company, Xxx Smart, Tiger 360Buy and certain individual shareholders, (vii) Share Purchase Agreement, dated September 3, 2010, by and among Xxx Smart, Tiger 360Buy and certain individual shareholders, (viii) Series C Preferred Share Subscription Agreement (as defined in the Ninth Shareholders Agreement), (ix) the Warrants (as defined in the Ninth Shareholders Agreement), which have been fully and duly exercised by the relevant parties (or its Affiliates) to the Warrants pursuant to the terms and conditions in the respective Warrant, (x) First DST Global Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (xi) Second DST Global Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (xii) Sequoia Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement), (xiii) Classroom Ordinary Share Purchase Agreement (as defined in the Ninth Shareholders Agreement) and (xiv) all shareholder rights and voting agreements of the Company, including the Ninth Shareholders Agreement; and none of the Group Companies has any geographic location, orliability (including any contingent liability) under any of the foregoing agreements.

Material Contracts and Obligations. Schedule 2.16 lists all contracts, agreements, guarantees, leases and executory commitments (a) Section 5.14(a) each a "Contract"), other than any Contracts heretofore filed as an exhibit to any SEC Document, that exist as of the Disclosure Schedules contains a true and complete list of each of the following Contracts date hereof to which SCAN Group the Company or any SCAN Company Subsidiary is a party or by which it is bound (such Contracts, together with the SCAN Key Provider Contracts listed in Section 5.14(c) and which fall within any of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”):following categories: (ia) any agreement which required annual expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below; (ii) any material employment, consulting or collective bargaining agreements, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisions; (iii) SCAN Benefit Plans; (iv) any agreement relating to indebtedness for borrowed money; (v) any guarantee or other agreement by which SCAN Group or any SCAN Company is or may become liable for indebtedness or any other obligations of another Person; (vi) any agreement relating to the disposition, directly or indirectly, of any of SCAN Group’s or the SCAN Companies’ assets other than Contracts not entered into in the ordinary course of business other than those that individually or in the aggregate are not material to the Company's business; , (viib) joint venture and partnership agreements, (c) Contracts containing covenants purporting to limit the freedom of the Company to compete in any agreement line of business in any geographic area, (d) Contracts relating to the acquisitionany outstanding commitment for capital expenditures in excess of $500,000, directly or indirectly(e) indentures, of assetsmortgages, capital stockpromissory notes, membership interests loan agreements or other equity interests Indebtedness in excess of $100,000 in the aggregate, agreements or instruments or commitments for the borrowing or the lending by the Company or any Subsidiary of amounts in excess of $100,000 in the aggregate or providing for the creation of any Person charge, security interest, encumbrance or lien upon any of the assets of the Company and its Subsidiaries with a fair market an aggregate value in excess of $1,000,000; 100,000, (viiif) SCAN Leases; stock purchase agreements, asset purchase agreements or other acquisition or divestiture agreements relating to material transactions since January 1, 1995, (ixg) Contracts between the Company or any Subsidiary and any Affiliate, employee, director, officer or Significant Shareholder, or (h) any agreement which contains any exclusivity right in favor is material to the Company, irrespective of a third party and that involved expenditures by SCAN Group or a SCAN amount. All Contracts to which the Company in excess of $1,000,000 for calendar year 2021; (x) any agreement under which SCAN Group or any SCAN Subsidiary is a party or by which it is bound are valid and binding obligations of the Company or the Subsidiary (as the case may be) and, to the Company's knowledge, the valid and binding obligation of each other party thereto except such Contracts which if not so valid and binding would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party thereto is in violation of or in default in respect of, nor has materially limited there occurred an event or restricted its right condition which with the passage of time or giving of notice (or both) would constitute a default under or permit the termination of, any such Contract except such violations or defaults under or terminations which, individually or in the aggregate, would not have or reasonably be expected to (A) compete or contract with any Person in any respect, (B) engage in any line of business, (C) operate in any geographic location, orhave a Material Adverse Effect.

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains a true and complete list of each All of the following Contracts agreements, contracts, leases, licenses, mortgages, indentures, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which SCAN each Group or any SCAN Company is a party or by which it or its assets is bound (such each, a “Material Contract” and collectively, the “Material Contracts, together with ”) have been made available for inspection by the SCAN Key Provider Contracts Investors and their counsel and are listed in Section 5.14(c3.9(a) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”):Schedule: (i) having an aggregate value, cost or amount, or imposing liability or contingent liability on any agreement which required annual expenditures by SCAN Group or a SCAN Company Company, in excess of $1,000,000 for calendar year 2021, RMB20,000,000 other than as otherwise disclosed pursuant to clauses the cash deposit agreements with banks the amounts of which are included in the Financial Statements (ii)-(xprovided that only such Material Contracts under this subclause (i) belowhaving an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB50,000,000 have been made available for inspection by the Investors and their counsel and included in Section 3.9(a) of the Disclosure Schedule); (ii) any material employmentcontaining exclusivity, consulting or collective bargaining agreementsnon-competition, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisionsclauses that impair, restrict or impose conditions on any Group Company’s right to offer or sell products or services in specified areas, during specified periods, or otherwise; (iii) SCAN Benefit Plansentered not in the ordinary course of business and having an aggregate value, cost or amount, or imposing liability or contingent liability on any Group Company, in excess of RMB1,000,000; (iv) transferring or licensing any agreement relating Proprietary Assets to indebtedness or from any Group Company other than agreements for borrowed moneycommercially available off-the-shelf software that has not been modified or customized for any Group Company; (v) any guarantee or other agreement by termination of which SCAN Group or any SCAN Company is or may become liable for indebtedness or any other obligations of another Person;would be reasonably likely to have a Material Adverse Effect. (vi) entered between the Company, Jingdong Century and Tianjin Star East, on the one hand, and any agreement relating to of the dispositionPRC Affiliates or individual shareholders of the PRC Affiliates, directly on the other hand (the “VIE Agreements”), (vii) involving any of the Key Employees, directors, senior officers or indirectly, shareholders of any Group Company (provided that Section 3.9(a) of SCAN Group’s or the SCAN Companies’ assets Disclosure Schedule included only such Material Contracts under this subclause (vii) other than those relating employment or service arrangements in the ordinary course of business the amounts of which have been included in the Financial Statements); (viii) involving any governmental authority (provided that Section 3.9(a) of the Disclosure Schedule included only such Material Contracts that are not in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with a fair market value in excess of $1,000,000; (viii) SCAN Leases); (ix) any agreement which contains any exclusivity right in favor terminating or requiring the consent of a third party as a result of the transactions contemplated by this Agreement or the Ancillary Agreements; or (x) obligating such Group Company to share, license or develop any product or technology. (b) Each Material Contract constitutes the valid and legally binding obligation of the Group Companies, enforceable in accordance with its terms and is in full force and effect. None of the Group Companies has breached, nor does any Seller Party have any knowledge of any claim or threat that involved expenditures (i) any term or condition of any Material Contract has been breached or (ii) any other agreement or understanding to which any Group Company is a party or by SCAN which its properties are bound has been breached, in each case which would reasonably be expected to impose liability on any Group or a SCAN Company in excess of $1,000,000 for calendar year 2021;RMB50,000,000. (c) Without limitation to the foregoing subclause (a), none of the Group Companies has breached, and no facts or circumstances are in existence which, with or without the passage of time, could lead to any of the Group Companies being in breach of: (i) the Series A Preferred Share Purchase Agreement (as defined in the Eighth Shareholders Agreement), (ii) the Series B Preferred Share Purchase Agreement (as defined in the Eighth Shareholders Agreement), (iii) Ordinary Share Purchase Agreement, dated 31 December 2009, by and among the Company, Xxx Smart, Jingdong Century, certain other PRC Subsidiaries, Jingdong 360, the Founder and Tiger Global Five 360 Holdings, (iv) Ordinary Share Purchase Agreement, dated 17 March 2010, by and among the Company, the Founder, Kaixin Asia Limited and Accurate Way Limited, (v) May 2010 Ordinary Share Purchase Agreement (as defined in the Eighth Shareholders Agreement), (vi) Rescission Agreement, dated September 3, 2010, by and among the Company, Xxx Smart, Tiger 360Buy and certain individual shareholders, (vii) Share Purchase Agreement, dated September 3, 2010, by and among Xxx Smart, Tiger 360Buy and certain individual shareholders, (viii) Series C Preferred Share Subscription Agreement (as defined in the Eighth Shareholders Agreement), (ix) the Warrants (as defined in the Eighth Shareholders Agreement), (x) any agreement under which SCAN Group or any SCAN Company has materially limited or restricted its right to First DST Global Ordinary Share Purchase Agreement (A) compete or contract with any Person as defined in any respectthe Eighth Shareholders Agreement), (Bxi) engage Second DST Global Ordinary Share Purchase Agreement (as defined in any line of businessthe Eighth Shareholders Agreement), (Cxii) operate Sequoia Ordinary Share Purchase Agreement (as defined in the Eighth Shareholders Agreement) and (xiii) all shareholder rights and voting agreements of the Company, including the Eighth Shareholders Agreement; and none of the Group Companies has any geographic location, orliability (including any contingent liability) under any of the foregoing agreements.

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains Schedule 3.13 sets forth a true and complete list of each of the following Contracts agreements to which SCAN Group or any SCAN a Company Party is a party or bound by which it is bound, and which are in effect or binding on a Company Party as of the date of this Agreement (such Contractscontracts or agreements described below or required to be described below, together with the SCAN Key Provider Contracts listed in Section 5.14(c) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”): (a) all contracts (whether written or unwritten) that require the payment by a Company Party of $100,000 or more from and after the Closing in any one (1) year following the Closing and that have a remaining stated term in excess of one (1) year or are not terminable by the applicable Company Party without penalty or premium within one (1) year from the date hereof. (b) all contracts (whether written or unwritten), within the following categories: (i) contracts with participating members in the group purchasing programs offered by or on behalf of the Company Parties requiring aggregate payments to any agreement which required annual expenditures such participating member by SCAN Group or a SCAN any of the Company Parties in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below100,000 during their remaining term following the Closing; (ii) contracts that contain material exclusivity, non-competition or “most-favored nation” provisions that limit in any material employment, consulting respect the freedom of any Company Party to compete in any line of business or collective bargaining agreements, including with any agreements providing for an ongoing severance obligation Person or in any obligation upon a change of control or similar provisionsarea; (iii) SCAN Benefit Plansall agreements relating to any Intellectual Property, including, but not limited to, the Company Owned IP, Company In-Licenses and Company Out-Licenses, that, in each case, are material to the operation of either Company and its Subsidiaries, taken as a whole; (iv) all contracts for leases, subleases, rental agreements, contracts of sale tenancies or licenses of real property providing for lease payments by any agreement relating to indebtedness for borrowed moneyCompany Party in excess of $100,000 per annum; (v) any guarantee agreement or other agreement indenture relating to the borrowing of money by which SCAN Group any Company Party that would, if remaining outstanding on the Closing Date, be Indebtedness hereunder or to the mortgage or pledge of, or the attachment of a Lien on, any SCAN material Property of any Company is or may become liable for indebtedness or any other obligations of another PersonParty; (vi) any agreement relating to the disposition, directly or indirectly, guaranty by a Company Party of any of SCAN Group’s or the SCAN Companies’ assets other than in the ordinary course of business;third-party obligation; and (vii) all employment agreements between a Company Party and any agreement relating Employees of a Company Party (or individuals employed by Affiliates of the Company Parties pursuant to which such individuals provide more than fifty percent (50%) of their services to a Company Party or it is anticipated will provide services to a Company Party after Closing) that are not terminable at the will of a Company Party or that provide for severance of $50,000 or more. The Seller has delivered to the acquisitionPurchaser a copy of each of the foregoing agreements or arrangements which has been reduced to writing and a written summary of each oral agreement or arrangement. Each of the foregoing agreements and arrangements is valid, directly binding and in full force and effect as it pertains to the Company Party that is a party thereto and, to the Seller’s Knowledge, the counterparty thereto, without any current or indirectlyreasonably anticipated material violation, of assets, capital stock, membership interests breach or other equity interests default of any Person with Company Party or counterparty thereunder. The Seller has no Knowledge of any breach or threatened breach by the other party or parties to any of the foregoing agreements or arrangements. Except as set forth on Schedule 3.13, none of the Seller or the Company Parties has received written notice nor do any of them have reasonable grounds to believe that any party to any such agreements or arrangements intends to cancel or terminate any of such agreements or arrangements or to exercise or not exercise any options thereunder or to seek a fair market value in excess renegotiation or adjustment of $1,000,000; (viii) SCAN Leases; (ix) any agreement which contains any exclusivity right in favor of a third party and that involved expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021; (x) any agreement under which SCAN Group or any SCAN Company has materially limited or restricted its right to (A) compete or contract with any Person in any respect, (B) engage in any line of business, (C) operate in any geographic location, ormaterial provisions thereof.

Material Contracts and Obligations. (a) Section 5.14(a) of the Disclosure Schedules contains Schedule 2.17 sets forth ---------------------------------- a true and complete list of each of the following Contracts agreements or commitments of any nature to which SCAN Group the Company or any SCAN Company Subsidiary is a party or bound (such Contracts, together with the SCAN Key Provider Contracts listed in Section 5.14(c) of the Disclosure Schedules, each, a “SCAN Material Contract” and, collectively, the “SCAN Material Contracts”): (i) any agreement which required annual expenditures by SCAN Group or a SCAN Company in excess of $1,000,000 for calendar year 2021, other than as otherwise disclosed pursuant to clauses (ii)-(x) below; (ii) any material employment, consulting or collective bargaining agreements, including any agreements providing for an ongoing severance obligation or any obligation upon a change of control or similar provisions; (iii) SCAN Benefit Plans; (iv) any agreement relating to indebtedness for borrowed money; (v) any guarantee or other agreement by which SCAN Group or any SCAN Company it is or may become liable for indebtedness or any other obligations of another Person; bound: (via) and any agreement relating to the disposition, directly or indirectly, of any of SCAN Group’s or the SCAN Companies’ assets other than in the ordinary course of business; (vii) any agreement relating to the acquisition, directly or indirectly, of assets, capital stock, membership interests or other equity interests of any Person with Intellectual Property Rights having a fair market value in excess of $1,000,000; 5,000, (viiib) SCAN Leases; (ix) any agreement all employment and consulting agreements which contains any exclusivity right in favor of a third party and that involved expenditures by SCAN Group or a SCAN Company require future cash payments in excess of $1,000,000 for calendar year 2021; 100,000, and all employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, (xc) any all data content provider agreements, including, but not limited to, master listings service agreements (and indication of whether each such agreement offers the Company exclusive listing rights), (d) all agreements with National Association of Realtors or Realtor Information Network, Inc., (e) all agreements with third parties under which SCAN Group such third parties agree to direct Internet traffic to the Internet site operated by RealSelect, (f) all agreements with third parties under which such third parties agree to pay the Company or any SCAN Company has materially limited or restricted its right Subsidiary for furnishing additional information about such third parties to (A) compete or contract with any Person in any respectvisitors of the Internet site operated by RealSelect, (Bg) all agreements between the Company and any stockholder of the Company, (h) all agreements with suppliers or vendors which require future payments in excess of $50,000 not already covered by (a) through (g) above, (i) all agreements or commitments which restrict the ability of the Company or any Subsidiary or Affiliate to engage in any business or line of businessbusiness in any location, (Cj) operate all agreements or commitments relating to Indebtedness or Guarantees of the Company or any Subsidiary and (k) any other agreement or commitment which requires future payments by or to the Company or any Subsidiary in excess of $100,000 or which is otherwise material to the Company or any geographic locationof its Subsidiaries. The Company has delivered or made available to the Purchaser copies of all of the foregoing agreements and commitments. All of such agreements and commitments are valid, orbinding and in full force and effect, except that, with respect to parties to such agreements and commitments other than the Company and its Subsidiaries, this representation is made only to the best knowledge of the Company. Attached to Schedule 2.17 is true and complete copy of the traffic report of the Company and its Subsidiaries as of November 30, 1997.