Common use of Material Contracts; No Defaults Clause in Contracts

Material Contracts; No Defaults. (a) Section 3.15(a) To the best of the Seller’s Knowledge, the Disclosure Schedule contains an accurate and complete list of each of the following types of Contracts (x) by which any of the Transferred Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Transferred Assets (each a “Material Contract”): (i) any Contract (A) pursuant to which Seller received aggregate payments in excess of $10,000 since its formation or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments to Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreement; (ii) any Contract (A) pursuant to which Seller made aggregate payments in excess of $10,000 since its formation or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments by Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreement; (iii) any Contract with any Material Customer or Material Supplier; (iv) any Contract relating to Indebtedness; (v) any Contract (A) for the sale of any of the Transferred Assets or (B) granting to any Person an option, right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person; (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect to any product, service or geographic location; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability to hire or retain any employees, customers, vendors, suppliers or other service providers; (x) any (A) joint venture, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Person; (xi) any Contract providing for capital expenditures or leasehold improvements in excess of $10,000 individually, or in excess of $25,000 in the aggregate; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilities; (xiii) any Contract under which Seller has made, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of Business; (xiv) any Contract with any Business Employee or Business Consultant; (xv) any Contract providing for (A) Change of Control Payments or (B) the creation, acceleration or vesting of any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of or in connection with the consummation of the Transactions; (xvi) any (A) collective bargaining agreement or (B) Contract with any union, labor organization, works council or other employee representative of a group of employees; (xvii) any Personal Property Lease; (xviii) any Real Property Lease; (xix) any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power of attorney or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and (xxiv) any Contract which commits Seller to enter into any of the foregoing. (b) With respect to each Material Contract: (i) such Material Contract is in full force and effect, constitutes a legal, valid and binding obligation of Seller and, to the Knowledge of Seller, each other party thereto, and is enforceable against each of them in accordance with its terms; (ii) neither Seller nor, to the Knowledge of Seller, any other party to such Material Contract is in breach of or default under such Material Contract; (iii) no event has occurred or circumstance exists which (with or without notice or lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; and (v) Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew such Material Contract, (B) seek the renegotiation of such Material Contract in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this Agreement.

Material Contracts; No Defaults. (a) Section 3.15(a4.12(a) To the best of the Seller’s KnowledgeCompany Disclosure Schedules contains a listing of all Contracts described in clauses (i) through (xix) below (collectively, the Disclosure Schedule contains an accurate and complete list of each such Contracts that are listed or should be listed in Section 4.12(a) of the following types of Contracts (xCompany Disclosure Schedules, “Material Contracts”) by which any to which, as of the Transferred Assets are bound or affected or (y) to which Seller date of this Agreement, any member of the Company Group is a party or by which it is bound in connection with any member of the Business or the Transferred Assets (each a “Material Contract”):Company Group’s respective assets are bound. (i) any Contract (A) pursuant to which Seller received aggregate payments in excess of $10,000 since its formation or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments to Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreementeach collective bargaining agreement; (ii) any Contract pursuant to which any member of the Company Group grants (or is granted) a license, immunity, or other rights in or to any Owned Intellectual Property (or Intellectual Property or IT Systems of a third Person) that is material to the businesses of the Company and its Subsidiaries, provided, however, that none of the following are required to be set forth on Section 4.12(a)(ii) of the Company Disclosure Schedules (but shall constitute Material Contracts for purposes of Section 4.11(b) if they otherwise qualify): (A) pursuant click-wrap or shrink-wrap software licenses or other software licenses for uncustomized software that is commercially available on reasonable terms to which Seller made aggregate payments the public generally, in excess of each case, with license, maintenance, support and other fees less than $10,000 since its formation per year; or (B) that Seller reasonably anticipates will, non-exclusive licenses of Owned Company Software granted to customers in accordance the ordinary course of business consistent with its terms, involve aggregate payments by Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreementpast practice; (iii) any Contract with to which a member of the Company Group is a party or by which any Material Customer member of the Company Group’s assets are bound that restricts in any material respect or Material Suppliercontains any material limitations on the ability of any member of the Company Group to compete in any line of business or in any geographic territory or that contains any “take or pay” or minimum requirements; (iv) any Contract relating under which any member of the Company Group has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted an Encumbrance (other than Permitted Encumbrances) on its assets, whether tangible or intangible, to Indebtednesssecure any Indebtedness or (C) extended credit to any Person (other than (1) intercompany loans and advances and (2) customer payment terms in the ordinary course of business); (v) any principal transaction Contract (A) for entered into in connection with a completed acquisition or disposition any member of the sale Company Group since December 31, 2017 involving consideration in excess of $200,000 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling Equity Interest in or substantially all of the Transferred Assets assets of such Person or (B) granting to by any Person an option, right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assetsother manner); (vi) any Contract that requires Seller with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value individually, with respect to purchase all sales or sell a stated portion purchases thereunder, in excess of $200,000 or, together with all related Contracts, in excess of $500,000, in each case, other than sales or purchases in the requirements or outputs ordinary course of the Business or that contains “take or pay” provisionsbusiness consistent with past practices; (vii) any Contract limitingbetween any member of the Company Group, restricting on the one hand, and any of the Company Group’s shareholders, members or prohibiting Seller from: partners, on the other hand, that will not be terminated at or prior to Closing (A) conducting any business activities; (B) engaging in any line other than Contracts related to employment or engagement of business anywhere in the United States such shareholder, member, or elsewhere in the world; or (C) conducting any business activities with any Personpartner); (viii) any Contract establishing any joint venture, partnership, strategic alliance or other collaboration that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect is material to any product, service or geographic locationthe business of the Company Group taken as a whole; (ix) each Contract (except for any Contract containing nonwith a Third-solicitation provisions restricting Seller’s ability Party Payor) with consideration paid or payable to hire or retain any employeesmember of the Company Group of more than $50,000, customersin the aggregate, vendorsover the twelve (12)-month period ending December 31, suppliers or other service providers2019; (x) any all Contracts with a Third-Party Payor from which the Company has received reimbursement in excess of $500,000 over the twelve (A) joint venture12)-month period ending December 31, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Person2019; (xi) any Contract providing with physicians, Contract for capital expenditures or leasehold improvements in excess of $10,000 individually, or in excess of $25,000 in the aggregatesales representative and marketing services and Contracts with Referral Recipients and Referral Sources; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase providing for any Change of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or LiabilitiesControl Payment; (xiii) any Contract under which Seller has madecorporate integrity agreements, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person settlement and other than advances to employees in the Ordinary Course of Businesssimilar agreements with Governmental Authorities; (xiv) any Contract with pursuant to which any Business Employee Person provides management services to any member of the Company Group or Business Consultantpursuant to which any member of the Company Group provides management services to any other Person; (xv) any settlement, conciliation or similar Contract providing for (A) Change the performance of Control Payments which would be reasonably likely to involve any payments after the date of this Agreement that exceed $100,000, or (B) that imposes or is reasonably likely to impose, at any time in the creationfuture, acceleration or vesting of any right or interest for the benefit of material, non-monetary obligations on any current or former Business Employee or Business Consultant which becomes payable as a result of or in connection with the consummation member of the TransactionsCompany Group (or DFHT or any of their Affiliates after the Closing); (xvi) any (A) collective bargaining agreement or (B) Contract Contracts with any union, labor organization, works council or other employee representative of a group of employeesGovernmental Authorities; (xvii) any Personal Property LeaseContract required to be disclosed on Section 4.21 of the Company Disclosure Schedules; (xviii) any Real Property Lease;the Restructuring Agreements; and (xix) each Contract and agreement with payors or suppliers to any Inbound IP Contract; (xx) member of the Company Group for expenditures paid or payable by any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power member of attorney or similar grant the Company Group of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into more than $200,000, in the Ordinary Course of Business or that is otherwise material to aggregate, over the Transferred Assets or the operation of the Business; and twelve (xxiv) any Contract which commits Seller to enter into any of the foregoing12)-month period ending December 31, 2019. (b) With Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to each any Material Contract: , (i) such Material Contract is Contracts are in full force and effect, constitutes a effect and represent the legal, valid and binding obligation obligations of Seller the member of the Company Group party thereto and, to the Knowledge knowledge of Sellerthe Company, each represent the legal, valid and binding obligations of the other party parties thereto, and is and, to the knowledge of the Company, are enforceable against each by the member of them the Company Group to the extent a party thereto in accordance with its their terms; , subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) neither Seller norno member of the Company Group or, to the Knowledge knowledge of Sellerthe Company, any other party to such Material Contract thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Material Contract; , (iii) since December 31, 2018, no member of the Company Group has received any written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Company, no event has occurred which, individually or circumstance exists which together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Company or the Company Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; and (v) Seller has not provided to or since December 31, 2018 through the date hereof, no member of the Company Group received written notice from any counterparty thereto other party to any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) such Contract that such party intends to terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew any such Contract. The Company has made available to DFHT true and complete copies, as amended and currently in effect, of all Material Contract, Contracts. (Bc) seek None of the renegotiation members of such the Company Group has amended any Material Contract in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available response to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this AgreementCOVID-19.

Material Contracts; No Defaults. (a) Section 3.15(a3.7(a) To the best of the Seller’s Knowledge, the Company Disclosure Schedule contains an accurate and complete Schedules sets forth a list of each of the following types of all Contracts (x) by which any of the Transferred Assets are bound whether written or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Transferred Assets (each a “Material Contract”): oral): (i) for the sale of Company Products or for the purchase of products or services of at least $5,000,000 per year or $5,000,000 in the aggregate, (ii) that purports to limit either the type of business in which a Group Company may engage, the geographic area in which they may engage in business or the ability to sell or purchase from any Contract Person, (Aiii) pursuant containing any indemnification, warranty, support, maintenance, or service that represents a material obligation of a Group Company other than in the ordinary course of business, (iv) under which a Group Company has permitted any material asset to which Seller received aggregate payments become subject to a Lien (including Permitted Liens) other than in the ordinary course of business, (v) that evidences indebtedness, whether incurred, assumed, guaranteed, or secured by any asset of a Group Company having an outstanding principal amount in excess of $10,000 since its formation 5,000,000, (vi) involving the acquisition or (B) that Seller reasonably anticipates willdisposition, in accordance directly or indirectly, by merger or otherwise, of assets with its terms, involve an aggregate payments to Seller value in excess of $10,000 within 5,000,000, or the twelve shares or Equity Interests of any other Person, or (12viii) month period from and that are a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) to the Group Companies as a whole (each Contract required to be set forth on Section 3.7(a) or Section 3.13(d) of the Company Disclosure Schedules, together with each of the Contracts entered into after the date of this Agreement; (iiAgreement that would be required to be set forth on Section 3.7(a) any Contract (Aor Section 3.13(d) pursuant of the Company Disclosure Schedules if entered into prior to which Seller made aggregate payments in excess of $10,000 since its formation or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments by Seller in excess of $10,000 within the twelve (12) month period from execution and after the date delivery of this Agreement; (iii) any Contract with any , collectively, the “Material Customer or Material Supplier; (iv) any Contract relating to Indebtedness; (v) any Contract (A) for the sale of any of the Transferred Assets or (B) granting to any Person an option, right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person; (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect to any product, service or geographic location; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability to hire or retain any employees, customers, vendors, suppliers or other service providers; (x) any (A) joint venture, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Person; (xi) any Contract providing for capital expenditures or leasehold improvements in excess of $10,000 individually, or in excess of $25,000 in the aggregate; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilities; (xiii) any Contract under which Seller has made, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of Business; (xiv) any Contract with any Business Employee or Business Consultant; (xv) any Contract providing for (A) Change of Control Payments or (B) the creation, acceleration or vesting of any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of or in connection with the consummation of the Transactions; (xvi) any (A) collective bargaining agreement or (B) Contract with any union, labor organization, works council or other employee representative of a group of employees; (xvii) any Personal Property Lease; (xviii) any Real Property Lease; (xix) any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power of attorney or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and (xxiv) any Contract which commits Seller to enter into any of the foregoingContracts”). (b) With respect Each Contract of a type required to each be listed in Section 3.7(a) of the Company Disclosure Schedules, whether or not so listed, was entered into at arm’s length. Except for any Material Contract: Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date, and except as would not reasonably be expected to be material to the Group Companies, taken as a whole, (i) such each Material Contract is in full force and effect, constitutes a effect and represents the legal, valid and binding obligation of Seller the applicable Group Company and, to the Knowledge knowledge of Sellerthe Company, each other party the counterparty thereto, and is enforceable against each of them by such Group Company to the extent a party thereto in accordance with its terms; , subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a Proceeding in equity or at law), (ii) neither Seller northe applicable Group Company and, to the Knowledge knowledge of Sellerthe Company, the counterparties thereto are not in material breach of, or default under, any other party to such Material Contract is in breach of or default under such Material Contract; (iii) and no event has occurred or circumstance exists which (which, with or without notice or lapse of time or both) , would constitute become a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; , and (viii) Seller the applicable Group Company has not provided to or received written notice from any counterparty thereto other party to any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) such Contract that such party intends to terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew any such Contract. (c) Except as set forth in Section 3.7(c) of the Company Disclosure Schedules, all Material ContractContracts are being performed without any party thereto relying on any force majeure provisions to excuse non-performance or performance delays arising out of the COVID-19 pandemic or COVID-19 Measures. (d) None of the Group Companies has ever been suspended or disbarred from bidding on Contracts or subcontracts for or with any Governmental Entity (“Government Contracts”) and no suspension or debarment actions have been commenced or, (B) seek to the renegotiation knowledge of the Company, threatened against any of the Group Companies or any of such Material Contract Group Company’s directors, officers or employees. None of the Group Companies has received any notice that they are being audited or investigated by any Governmental Entity with respect to any Government Contracts. Each of the Group Companies has conducted their operations in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies compliance with the requirements of all written Material applicable Laws and regulations pertaining to all Government Contracts (including all amendments thereto)and bids for Government Contracts. The Group Companies do not have in effect, nor are they required to have in effect, and written descriptions have never had or been required to have in effect, any security clearances in connection with the operation of all material terms of all oral Material Contracts, in each case in effect as of the date of this Agreementtheir business.

Material Contracts; No Defaults. (a) Section 3.15(a3.7(a) To the best of the Seller’s Knowledge, the Company Disclosure Schedule contains an accurate and complete Schedules sets forth a list of the following material Contracts to which a Group Company is, as of the date of this Agreement, a party (each Contract required to be set forth on Section 3.7(a) of the Company Disclosure Schedules, together with the IP Contracts required to be set forth on Section 3.13(c) of the Company Disclosure Schedules and each of the following types Contracts entered into after the date of Contracts (xthis Agreement or prior to the Closing in accordance with this Agreement that would be required to be set forth on Section 3.7(a) by which any or Section 3.13(c) of the Transferred Assets are bound or affected or (y) Company Disclosure Schedules if entered into prior to which Seller is a party or by which it is bound in connection with the Business or execution and delivery of this Agreement, collectively, the Transferred Assets (each a “Material ContractContracts”): (i) all Contracts with the top ten (10) Group Company customers based on gross revenues made by any Contract Group Company in the fiscal year ending December 31, 2022 and to those reasonably expected to be the top ten (A10) pursuant to which Seller received aggregate payments Group Company customers based on gross revenues made by any Group Company in excess of $10,000 since its formation or (B) that Seller reasonably anticipates willthe fiscal year ending December 31, in accordance with its terms, involve aggregate payments to Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreement2023; (ii) any Contract that (A) pursuant limits or purports to which Seller made aggregate payments limit, in excess any material respect, the freedom of $10,000 since its formation any Group Company to engage or compete in any line of business or with any Person or in any area, (B) that Seller reasonably anticipates willcontains any exclusivity, “most favored nation” or similar provisions, obligations or restrictions or (C) contains any other provisions restricting or purporting to restrict the ability of any Group Company to sell, manufacture, develop, commercialize, test or research products, directly or indirectly through third parties, or to solicit any potential employee or customer in accordance with its terms, involve aggregate payments by Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreementany material respect; (iii) any Contract with requiring any Material Customer Group Company to guarantee the Liabilities of any Person (other than the Company or Material Suppliera Subsidiary) or pursuant to which any Person (other than the Company or a Subsidiary) has guaranteed the Liabilities of a Group Company, in each case in excess of $2,000,000; (iv) any Contract relating to Indebtednesscontaining any indemnification, warranty, support, maintenance, or service that represents a material obligation of a Group Company other than in the ordinary course of business; (v) any Contract relating to Indebtedness in excess of $2,000,000, whether incurred, assumed, guaranteed, or secured by any asset of a Group Company or the placing of a Lien (other than a Permitted Lien) on any material assets or properties of any Group Company; (vi) any Contract under which any Group Company has, directly or indirectly, made or agreed to make any loan, advance, or assignment of payment to any Person or made any capital contribution to, or other investment in, any Person; (vii) any Contract required to be disclosed on Section 3.20 of the Company Disclosure Schedules; (viii) any Contract with any Person (A) for the sale of pursuant to which any of the Transferred Assets Group Company may be required to pay milestones, royalties or other contingent payments or (B) granting under which any Group Company grants to any Person an option, any right of first refusal, right of first offer negotiation, option to purchase, option to license or any other similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person; (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation rights with respect to any product, service Company Product or geographic locationany Company Owned Intellectual Property; (ix) any Contract containing nonfor the disposition of any portion of the assets or business of any Group Company or for the acquisition by any Group Company of the assets or business of any other Person (other than acquisitions or dispositions made in the ordinary course of business), or under which any Group Company has any continuing obligation with respect to an “earn-solicitation provisions restricting Seller’s ability to hire or retain any employeesout”, customers, vendors, suppliers contingent purchase price or other service providerscontingent or deferred payment obligation; (x) any (A) material joint venture, strategic allianceprofit sharing, partnership, licensingcollaboration, franchiseco-promotion, manufacturercommercialization, developmentresearch or development Contract or other similar Contract, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any respect to material Company Licensed Intellectual Property (other Personthan Off-the-Shelf Software); (xi) any Contract providing for capital expenditures or leasehold improvements in excess of $10,000 individually, or in excess of $25,000 in the aggregateCBA; (xii) any settlement, conciliation or similar Contract relating to (A) the acquisition (by mergerperformance of which would be reasonably likely to involve any payments after the date of this Agreement, consolidation, purchase of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture with a Governmental Entity or disposition by Seller of a material portion of its properties or assets(C) that imposes any material, or non-monetary obligations on any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or LiabilitiesGroup Company; (xiii) any Contract under which Seller has made(A) governing the terms of the employment, engagement or services of any current director, manager, officer, employee, individual independent contractor or other service provider of a Group Company whose annual base salary (or, in the case of an independent contractor, annual base compensation) is in excess of $250,000 (other than offer letters for “at-will” employment that do not provide for severance, change of control or retention benefits, or similar payments or Liabilities) or (B) providing for any sale, transaction, change of control, “stay around”, retention or similar bonuses or payments, severance or termination payments or other similar amounts that obligates Seller to makeaccelerate, a loan accrue or capital contribution become payable to, or investment inin respect of, any Person current director, manager, officer, employee, individual independent contractor or other than advances to employees service provider of a Group Company in connection with the Ordinary Course of BusinessClosing; (xiv) any Contract with under which any Business Employee Group Company is lessee of or Business Consultantholds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate rental payments do not exceed $250,000; (xv) any Contract providing for (A) Change of Control Payments or (B) the creation, acceleration or vesting of under which any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result Group Company is lessor of or permits any third party to hold or operate, in connection with each case, any tangible property (other than real property), owned or controlled by such Group Company, except for any lease or agreement under which the consummation of the Transactionsaggregate annual rental payments do not exceed $250,000; (xvi) any (A) collective bargaining agreement Contract pursuant to which any Group Company is granted a lease in, a sublease in, or (B) Contract with the right to use or occupy any union, labor organization, works council land or other employee representative of a group of employees;building; and (xvii) any Personal Property Lease; other Contract the performance of which requires either (xviiiA) annual payments to or from any Real Property Lease; Group Company in excess of $2,000,000 or (xixB) aggregate payments to or from any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power Group Company in excess of attorney or similar grant $5,000,000 over the life of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into the agreement and, in the Ordinary Course of Business or each case, that is otherwise material to not terminable by the Transferred Assets or the operation of the Business; and applicable Group Company without penalty upon less than thirty (xxiv30) any Contract which commits Seller to enter into any of the foregoingday’s prior written notice. (b) With respect to each Material Contract: Except as set forth on Section 3.7(a)(i) of the Company Disclosure Schedules, (i) such each Material Contract is valid and binding on the applicable Group Company and, to the knowledge of the Company, the counterparty thereto, and is in full force and effect, constitutes subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a legalProceeding in equity or at law), valid and binding obligation of Seller (ii) the applicable Group Company and, to the Knowledge knowledge of Sellerthe Company, each other party theretothe counterparties thereto are not in material breach of, and is enforceable against each of them in accordance with its terms; (ii) neither Seller noror default under, any Material Contract and, to the Knowledge knowledge of Sellerthe Company, any other party to such Material Contract is in breach of or default under such Material Contract; (iii) no event has occurred or circumstance exists which (which, with or without due notice or lapse of time or both) , would constitute become a material breach of or default underunder any Material Contract, would cause or permit and (iii) the termination or cancellation of, would cause applicable Group Company has not received written notice from any loss of benefit under, or would give rise other party to any right such Material Contract that such party intends to accelerate the maturity terminate or performance of not renew any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; and (v) Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew such Material Contract, (B) seek the renegotiation of such Material Contract in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this Agreement.

Material Contracts; No Defaults. (a) Section 3.15(aSchedule 4.12(a) To the best contains a listing of the Seller’s Knowledge, the Disclosure Schedule contains an accurate and complete list of each of the following types of all Contracts (x) by which any of the Transferred Assets are bound or affected or (y) to which Seller is a party or by which it is bound described in connection with the Business or the Transferred Assets (each a “Material Contract”): clauses (i) any Contract through (Axv) pursuant below to which Seller received aggregate payments in excess which, as of $10,000 since its formation or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments to Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreement, the Company or any of its Subsidiaries is a party (other than Company Benefit Plans and Contracts relating to insurance policies, which are set forth on Schedule 4.17) (such Contracts that are (or that are required to be) included on Schedule 4.12(a) and each contract with a Material Supplier or Material Customer, the “Material Contracts”). True and complete copies (subject to redaction of certain information) of the Material Contracts have been delivered to or made available to Buyer or its Representatives. (i) Any lease, sublease or license of personal property requiring (A) annual rentals of $250,000 or more or (B) aggregate payments by the Company and its Subsidiaries of $500,000 or more; (ii) any Any Contract for the purchase of materials, supplies, goods, services, equipment or other tangible assets that is reasonably anticipated to result in either (A) pursuant to which Seller made annual payments by the Company or any of its Subsidiaries of $500,000 or more or (B) aggregate payments by the Company or any of its Subsidiaries of $1,000,000; (iii) Any sales, distribution or other similar Contract providing for the sale or license by the Company or any of its Subsidiaries of materials, supplies, goods, equipment, services or other assets that is reasonably anticipated to result in payments to the Company or any of its Subsidiaries of $5,000,000 or more in the next twelve (12) months; (iv) Each Contract concerning joint venture, partnership or limited liability company agreements or arrangements or the sharing of profits, in each case, with a third party (in each case, other than with respect to wholly owned Subsidiaries of the Company); (A) Any note, mortgage, indenture or other obligation or agreement or other instrument for or relating to indebtedness for money borrowed from a third party, (B) any guarantee of third party obligations, or (C) any letters of credit, performance bonds or other credit support for the Company or any of its Subsidiaries, in each case, that have an outstanding principal amount in excess of $10,000 since 250,000 individually; (vi) Each (x) Contract that provides for the ownership of or title to owned real property and (y) lease, rental or occupancy agreement, real property license and other Contract with respect to Leased Real Property; (vii) Each Contract pursuant to which the Company or any of its formation Subsidiaries licenses or is authorized to use or distribute material Intellectual Property of another Person, or which otherwise affects the ability of the Company or any of its Subsidiaries to use any Intellectual Property other than employee invention assignment agreements for the benefit of the Company and/or its Subsidiaries, click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are commercially available on standard terms to the public generally with license, maintenance, support and other fees less than $100,000 per year; (Bviii) Each Contract pursuant to which the Company or any of its Subsidiaries leases, licenses or otherwise authorizes another Person to use, distribute, sell, resell or incorporate any Intellectual Property; (ix) Each Contract that Seller reasonably anticipates willrestricts in any material respect the Company or any of its Subsidiaries or any of their present or future Affiliates from competing with or engaging in any business activity anywhere in the world or soliciting for employment, hiring or employing any Person; (x) Each Contract containing any “most favored nations”, exclusivity or similar right or undertaking in accordance favor of any party other than the Company or another Subsidiary of the Company with respect to any goods or services purchased or sold by the Company or any of its termsSubsidiaries; (xi) Each Contract that expressly requires the Company or any of its Subsidiaries to purchase all required goods or services from a third party, involve aggregate payments or sell a certain portion of its output to a third party; (xii) Each Contract granting to any Person a right of first refusal, first offer or any similar right to purchase any material asset owned by Seller or used by the Company or its Subsidiaries; (xiii) Each Contract for acquisitions or dispositions (by merger, purchase or sale of assets or stock or otherwise) of assets, as to which the Company or any of its Subsidiaries has continuing obligations or rights; (xiv) Each Contract with any United States federal Governmental Authority; (xv) Each Contract that, together with any related Contracts, provides for capital expenditures in excess of $10,000 within 250,000 for any single project or related series of projects; (xvi) Each Contract that provides for the twelve employment of any current employee of the Company or any of its Subsidiaries with annual compensation in excess of $250,000, or that contains any change of control payment or similar payment provisions; and (12xvii) month period from and after Each Contract related to hedging or similar transactions. (b) Except as set forth on Schedule 4.12(b), as of the date of this Agreement; (iii) any Contract with any , all Material Customer or Material Supplier; (iv) any Contract relating to Indebtedness; (v) any Contract (A) for the sale of any of the Transferred Assets or (B) granting to any Person an option, right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person; (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect to any product, service or geographic location; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability to hire or retain any employees, customers, vendors, suppliers or other service providers; (x) any (A) joint venture, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Person; (xi) any Contract providing for capital expenditures or leasehold improvements in excess of $10,000 individually, or in excess of $25,000 in the aggregate; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilities; (xiii) any Contract under which Seller has made, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of Business; (xiv) any Contract with any Business Employee or Business Consultant; (xv) any Contract providing for (A) Change of Control Payments or (B) the creation, acceleration or vesting of any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of or in connection with the consummation of the Transactions; (xvi) any (A) collective bargaining agreement or (B) Contract with any union, labor organization, works council or other employee representative of a group of employees; (xvii) any Personal Property Lease; (xviii) any Real Property Lease; (xix) any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power of attorney or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and (xxiv) any Contract which commits Seller to enter into any of the foregoing. (b) With respect to each Material Contract: Contracts are (i) such Material Contract is in full force and effect, constitutes a legalsubject to the Remedies Exception, and (ii) represent the valid and binding obligation obligations of Seller the Company or one of its Subsidiaries party thereto and, to the Knowledge knowledge of Sellerthe Company, each represent the valid and binding obligations of the other party parties thereto. Except as set forth on Schedule 4.12(b), and is enforceable against except, in each case, where the occurrence of them in accordance with such breach or default would not reasonably be expected to be material to the Company and its terms; Subsidiaries, taken as a whole, (iix) neither Seller the Company, any of its Subsidiaries nor, to the Knowledge knowledge of Sellerthe Company, any other party to such Material Contract thereto is in breach of or default under any Material Contract, (y) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written claim or notice of material breach of or material default under any such Material Contract; , and (iiiz) as of the date hereof, to the knowledge of the Company, no event has occurred which individually or circumstance exists which together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; and (v) Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew such Material Contract, (B) seek the renegotiation of such Material Contract in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this Agreement.

Material Contracts; No Defaults. (a) Section 3.15(aSchedule 3.16(a) To the best of the Seller’s Knowledgecontains a list, the Disclosure and except as noted in Schedule contains an accurate 3.16(a), Seller has made available to Purchaser true and complete list of each copies, of the following types of Contracts (x) by which any of the Transferred Assets are bound or affected or (y) to which Seller the Company or its Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (each a “Material Contract” and, collectively, the “Material Contracts”): (i) each Contract providing for the sale of products or services by the Company or its Subsidiary involving receipts exceeding $250,000 annually or $1,000,000 over the remaining term of such Contract; (ii) each Contract providing for the purchase of products or services by the Company or its Subsidiary involving payments exceeding $250,000 annually or $1,000,000 over the remaining term of such Contract; (iii) each lease, rental or occupancy agreement, installment and conditional sale agreement, and other Contract affecting the Company’s or its Subsidiary’s ownership of, leasing of, title to, use of, or any Contract (A) pursuant to which Seller received aggregate leasehold or other interest in, any real or tangible personal property, involving annual payments in excess of $10,000 since 100,000; (iv) each Contract involving Intellectual Property listed on or required to be listed on Schedule 3.21(c)(i) or (iii); (v) each joint venture, partnership, and other Contract involving a sharing of profits (excluding revenue sharing Contracts with publishers), losses, costs, or liabilities of the Business by the Company or its formation Subsidiary with any other Person, or relating to the ownership of a partnership, membership or other equity interest in any Entity; (vi) each Contract that limits in any material respect the freedom of the Company or its Subsidiary to compete with any Person, or to sell, supply or distribute products or services any Person; (vii) each written Contract (A) which has continuing material obligations of the Company or its Subsidiary thereunder with any current or former employee (excluding standard form employment Contracts with current or former employees of the Company’s Subsidiary) or (B) which has continuing material payment obligations of the Company or its Subsidiary thereunder with any current or former independent contractor for personal services (other than bloggers or other content writers); (viii) each collective bargaining agreement or other Contract to which the Company or its Subsidiary is a party with any labor union, works council or other employee representative body; (ix) each Contract that Seller reasonably anticipates willcontains outstanding earn-out, in accordance with deferred or contingent purchase price or similar contingent payment obligations on the part of the Company or its terms, involve aggregate payments to Seller Subsidiary in excess of $10,000 250,000; (x) each Contract that provides for the acquisition of any business, business unit or product line or the capital stock of any other Person for consideration in excess of $1,000,000, which was consummated within the twelve three (123) month period from and after years prior to the date of this Agreement; (iixi) any each Contract (A) pursuant that relates to which Seller made aggregate payments Debt of the Company or its Subsidiary in excess of $10,000 since 250,000; (xii) each Contract under which (A) any Person (other than the Company or its formation Subsidiary) has directly or indirectly guaranteed any material liabilities or obligations of the Company or its Subsidiary, or (B) the Company or its Subsidiary has directly or indirectly guaranteed any liabilities or obligations of any other Person (other than the Company or its Subsidiary), including in each case any “take-or-pay” or keepwell agreement; (xiii) each Contract that is between the Company or its Subsidiary, on the one hand, and Seller, any Affiliate of Seller reasonably anticipates will(excluding the Company and its Subsidiary) or any current or former director, in accordance officer or employee of Seller, on the other hand; (xiv) each Contract with its termsa Governmental Body; (xv) each Contract that involves any resolution or settlement of any actual or threatened material Proceeding since July 1, involve 2008; (xvi) each Contract which provides for future aggregate payments to or by Seller the Company or its Subsidiary in excess of $10,000 within the twelve (12) month period from and after the date of this Agreement; (iii) any Contract with any Material Customer or Material Supplier; (iv) any Contract relating to Indebtedness; (v) any Contract (A) for the sale of any of the Transferred Assets or (B) granting to any Person an option, right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person; (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect to any product, service or geographic location; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability to hire or retain any employees, customers, vendors, suppliers or other service providers; (x) any (A) joint venture, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Person; (xi) any Contract providing for capital expenditures or leasehold improvements in excess of $10,000 individually, 250,000 annually or in excess of $25,000 in 1,000,000 over the aggregate; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase remaining term of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilities; (xiii) any Contract under which Seller has made, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of Business; (xiv) any Contract with any Business Employee or Business Consultant; (xv) any Contract providing for (A) Change of Control Payments or (B) the creation, acceleration or vesting of any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of or in connection with the consummation of the Transactions; (xvi) any (A) collective bargaining agreement or (B) Contract with any union, labor organization, works council or other employee representative of a group of employees;such Contract; and (xvii) any Personal Property Lease; (xviii) any Real Property Lease; (xix) any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power of attorney each material amendment, supplement, and modification in respect of, and each commitment or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and (xxiv) any Contract which commits Seller agreement to enter into into, any of the foregoing. (b) With respect to each Material Contract: Except as set forth in Schedule 3.16(b), (i) such Material Contract is in full force and effectneither the Company, constitutes a legal, valid and binding obligation of Seller and, to the Knowledge of Seller, each other party thereto, and is enforceable against each of them in accordance with its terms; (ii) neither Seller Subsidiary nor, to the Knowledge of Seller, any other party to such Material Contract Contract, is in material default or material breach of or default has failed to perform any material obligation under such a Material Contract; , and, to the Knowledge of Seller, there does not exist any event, condition or omission that would constitute such a material breach or material default (iii) no event has occurred or circumstance exists which (with or without notice or whether by lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contractboth); and (vii) Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening toeach Material Contract is in full force and effect, and Seller is not otherwise aware a legal, valid and binding obligation of any intention the Company or its Subsidiary, as applicable, and, to the Knowledge of Seller, each counterparty thereto, in accordance with its terms, except as such enforceability may be limited by any counterparty thereto to: (A) terminate (laws of general application relating to bankruptcy or insolvency, or moratorium or other than Material Contracts that are expiring pursuant similar laws affecting or relating to their terms) or not renew such Material Contractcreditors’ rights generally, and (B) seek the renegotiation rules of such Material Contract law governing specific performance, injunctive relief and other equitable remedies, regardless of whether asserted in any material respect, a Proceeding in equity or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this Agreementat law.

Material Contracts; No Defaults. (a) Section 3.15(a‎Section 4.12(a) To the best of the Seller’s Knowledge, the Company Disclosure Schedule contains an accurate a true and complete list listing of each all Contracts described in clauses ‎(i) through ‎(xviii) of this ‎Section 4.12(a) to which, as of the following types date of Contracts (x) by which this Agreement, Covalto or any of the Transferred Assets are bound or affected or (y) to which Seller its Subsidiaries is a party or by which it any of their respective assets is bound (together with all material amendments, waivers or other changes thereto) other than any purchase orders entered into in connection with the Business or ordinary course of business and any Company Group Benefit Plans (all such Contracts as described in clauses ‎(i) through ‎(xviii), collectively, the Transferred Assets (each a “Material ContractContracts”):). True, correct and complete copies of the Material Contracts have been delivered to or made available to LIVB or its agents or Representatives. (i) any Each Contract that involves aggregate payments or consideration furnished (A) by Covalto or by any of its Subsidiaries of more than $250,000 or (B) to Covalto or to any of its Subsidiaries of more than $250,000, in each case, in the calendar year ended December 31, 2021 or any subsequent calendar year; (ii) Each Contract relating to Indebtedness of Covalto with a principal amount (including the amount of any undrawn but available commitments thereunder) in excess of $1,000,000, with respect to any one lender; (iii) Each Contract that is a purchase and sale or similar agreement for the acquisition of any Person or any business unit thereof or the disposition of any material assets of Covalto or any of its Subsidiaries (A) since January 1, 2019, in each case, involving payments in excess of $250,000 or (B) pursuant to which Seller received there are any covenants, indemnities, payment obligations (including “earn-out” or other contingent payment obligations) that may result in the making of payments after the Closing Date or otherwise impose material ongoing obligations to Covalto after the Closing, in each case of (A) and (B) excluding (1) intercompany transactions among Covalto and/or its wholly-owned Subsidiaries and (ii) definitive agreements executed in respect of the letters of intent set forth on ‎Section 4.12(a)(iii) of the Company Disclosure Schedule; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement and each other Contract with outstanding obligations that (A) provides for the ownership of, leasing of, occupancy of, title to, use of, or any leasehold or other interest in any real or personal property and (B) involves aggregate payments in excess of $10,000 since its formation 250,000 in any calendar year, other than sales or purchase agreements in the ordinary course of business and sales of obsolete equipment; (Bv) Each joint venture Contract, agreement establishing an entity that is a partnership, limited liability company agreement or similar Contract (other than Contracts between wholly owned subsidiaries of Covalto) that Seller reasonably anticipates willis material to the business of Covalto and its Subsidiaries, in accordance taken as a whole; (vi) Each Contract entered into, by any Subsidiary that holds a material Permit, with any material supplier of services, including financial services or back-up or similar services necessary to provide financial services (and any approvals related thereto issued by any Governmental Authority); (vii) Each Contract requiring capital expenditures by Covalto or its terms, involve aggregate payments to Seller in excess of $10,000 within the twelve (12) month period from and Subsidiaries after the date of this Agreement; (ii) any Contract (A) pursuant to which Seller made aggregate payments Agreement in an amount in excess of $10,000 since its formation or (B) that Seller reasonably anticipates will, 250,000 in accordance with its terms, involve aggregate payments by Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreementaggregate; (iiiviii) Each Contract prohibiting or restricting the ability of Covalto or its Subsidiaries to engage in any Contract business, to solicit any potential customer, to operate in any geographical area or to compete with any Material Customer or Material SupplierPerson, in each case, in any material respect, other than customary non-solicitation and no-hire provisions entered into in the ordinary course of business; (ivix) Each Contract granting exclusive or preferential rights or “most favored nations” status to any Contract relating person that is material to Indebtednessthe business of Covalto and its Subsidiaries, taken as a whole; (vx) any Each Contract (A) for the sale of any of the Transferred Assets or (B) granting to any Person an option, a right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person; (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect to any productproperties, service assets or geographic location; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability to hire businesses of Covalto or retain any employees, customers, vendors, suppliers or other service providers; (x) any (A) joint venture, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Personits Subsidiaries; (xi) Each Contract (excluding non-disclosure agreements and non-exclusive licenses entered into in the ordinary course of business) pursuant to which (A) any Contract providing for capital expenditures Person has granted any right, license or leasehold improvements covenant not to sxx with respect to any material item of Intellectual Property to any member of the Company Group (excluding non-exclusive licenses in excess respect of commercially available, unmodified, “off-the-shelf software” or other IT Systems that have been granted on generally available non-discriminatory pricing terms with aggregate annual payments of less than $10,000 individually150,000), (B) any right, license or covenant not to sxx is granted to any Person under any material Owned Intellectual Property owned by any member of the Company Group (excluding non-exclusive licenses granted by any member of the Company Group in the ordinary course of business), or (C) entered into to settle or resolve any Intellectual Property-related dispute, including settlement agreements, covenants not to sxx, consent agreements, and co-existence agreements, in excess each case involving an amount in controversy of at least $25,000 in the aggregate250,000; (xii) Each Contract for the development of Intellectual Property by a third party that is material to the business of the Company Group, taken as a whole (other than pursuant to Covalto’s standard form employee invention assignment or consulting or independent contractor agreements or any Contract relating to (Aentered into in the ordinary course of business) the acquisition (that involves aggregate payments or consideration furnished by merger, consolidation, purchase of stock or assets, or otherwise) by Seller of any Person, a material portion member of the assets Company Group of more than $250,000 in any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilitiescalendar year; (xiii) any Each employment Contract under which Seller has made, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of Business; (xiv) any Contract with any Business Employee or Business Consultant; (xv) any Contract providing for (A) Change of Control Payments or with any Key Employee, (B) that provides for the creation, acceleration payment or accelerated vesting of any right compensation or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of or benefits in connection with the consummation of the Transactions, including any severance, retention, change of control, transaction, or similar payments, or (C) that otherwise restricts the ability of Covalto or any of its Subsidiaries to terminate the employment of such individual on third (30) days’ notice of less for any reason or no reason without penalty or liability other than in the ordinary course of business or as otherwise required by Law; (xiv) Each Collective Bargaining Agreement; (xv) Each Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which Covalto or any of its Subsidiaries will have any outstanding obligation in excess of $250,000 after the date of this Agreement; (xvi) any Any Contract with (A) collective bargaining agreement any Affiliate of Covalto (other than a Subsidiary of Covalto) or (B) Contract with any union, labor organization, works council Affiliate or other employee representative family member of a group of employeesany Covalto Pre-Closing Holder; (xvii) any Personal Property Lease;Any Contract that is a currency or interest hedging arrangement; and (xviii) any Real Property Lease; (xix) any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power of attorney or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and (xxiv) any Contract which commits Seller Any commitment to enter into any agreement of the foregoingtype described in clauses ‎(i) through ‎(xviii) of this ‎Section 4.12(a). (b) With respect Except for any Contract that has terminated, or will terminate, upon the expiration of the stated term thereof prior to the Closing Date and except as would not reasonably be expected to be, individually or in the aggregate, material to Covalto and its Subsidiaries, taken as a whole, as of the date of this Agreement, each Material Contract: Contract is (i) such Material Contract is in full force and effect, constitutes a effect and (ii) represents the legal, valid and binding obligation obligations of Seller Covalto or one of its Subsidiaries that is a party thereto and, to the Knowledge knowledge of SellerCovalto, each represents the legal, valid and binding obligations of the other party parties thereto, in each case, subject to the Enforceability Exceptions. Except as has not been, and is enforceable against each of them would not reasonably be expected to be, individually or in accordance with the aggregate, material to Covalto and its terms; Subsidiaries taken as a whole, (iiw) neither Seller Covalto, any of its Subsidiaries nor, to the Knowledge knowledge of SellerCovalto, any other party thereto is or is alleged to such Material Contract is be in breach of or default under such any Material Contract; , (iiix) since January 1, 2019, neither Covalto nor any of its Subsidiaries has received any written claim or notice of breach of or default under any such Contract, (y) to the knowledge of Covalto, no event has occurred occurred, that has not been waived or circumstance exists cured, which individually or together with other events, would reasonably be expected to result in a breach of or a default under any such Contract (in each case, with or without notice or lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; and (v) Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew such Material Contract, (B) seek the renegotiation of such Material Contract in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions (z) no party to any such Contract that is a customer of all material terms or supplier to Covalto or any of all oral Material Contractsits Subsidiaries has, within the past 12 months, canceled or terminated its business with, or threatened in each case in effect as writing to cancel, materially modify or terminate its business with, Covalto or any of the date of this Agreementits Subsidiaries.

Material Contracts; No Defaults. (a) Section 3.15(a) To the best of the Seller’s KnowledgeSchedule 4.12 sets forth a true, the Disclosure Schedule contains an complete and accurate and complete list of each all of the following types of Contracts (x) by which any including a description of the Transferred Assets are bound or affected or (yterms of any oral Contracts) to which Seller the Company is a party or by which it or its properties, rights or assets is bound bound, as of the date hereof (such Contracts, together with all Contracts disclosed in connection with Schedule 4.10(b), and all Contracts falling into the Business following categories whether or the Transferred Assets (each a not disclosed on Schedule 4.12, being “Material ContractContracts”): (i) Contracts for the sale or purchase of any Contract of products or services of the Company with the top ten (A10) pursuant to which Seller received aggregate payments in excess of $10,000 since its formation or customers and top ten (B10) that Seller reasonably anticipates willvendors, in accordance with its termseach case, based on the aggregate dollar value paid to or received from such counterparty during calendar year 2020, calendar year 2021, calendar year 2022 or that are expected to involve aggregate payments to Seller more than such amount in excess of $10,000 within the twelve (12) month period from and after the date of this Agreementcalendar year 2023; (ii) any Contract (A) pursuant to which Seller made aggregate payments in excess of $10,000 since its formation or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments by Seller in excess of $10,000 within the twelve (12) month period from and after the date of this Agreement; (iii) any Contract with any Material Customer or Material Supplier; (iv) any Contract relating to Indebtedness; (v) any Contract (A) Contracts for the sale of any of the Transferred Assets or (B) granting grant to any Person an optionof any most-favored nations, priority, or exclusivity rights or any right of first refusal, right of first offer or similar preferential right right; (iii) Contracts for joint ventures, partnerships or sharing of profits, and Contracts for joint or shared marketing activities or expenses; (iv) Contracts containing covenants obligating the Company not to purchase compete or engage in any line of business or with any Person in any geographical area; (v) Contracts containing covenants obligating the Transferred AssetsCompany not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition or disposition by the Company (by merger, purchase of stock or assets or otherwise) of any Contract that requires Seller to purchase line of business or sell a stated portion material amount of stock or assets, in each case if entered into in the requirements past three (3) years, or outputs of the Business or that contains “take or pay” provisionsunder which any Liabilities remain outstanding; (vii) Contracts evidencing Indebtedness (whether incurred, assumed, guaranteed or secured by any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Personasset); (viii) any material Contract that provides for “most favored nations” terms under which the Company is required to provide a guarantee of obligations of any Person or establishes an exclusive the assumption of any Tax, environmental or priority sale or purchase obligation with respect to other Liability of any product, service or geographic locationPerson; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability under which the Company has advanced or loaned any amount to hire any of its managers, directors or retain any employees, customers, vendors, suppliers officers in the past three (3) years and such advance or other service providersloan remains outstanding; (x) any (A) joint ventureContract between the Company, strategic allianceon the one hand, partnershipand any of their respective directors or officers, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) on the other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Personhand; (xi) any Contract providing for capital expenditures Contracts with independent contractors or leasehold improvements consultants that require annual cash payments in excess of $10,000 individually, 100,000 to which the Company is a party and which are not cancellable without penalty (including any termination payment) or in excess of $25,000 in the aggregatewithout more than thirty (30) days’ notice; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase of stock collective bargaining or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilitiessimilar labor agreements; (xiii) any Contract under which Seller has made, or that obligates Seller to make, with a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of BusinessGovernmental Authority; (xiv) any Contract with under which the Company is obligated to make any Business Employee capital commitment or Business Consultantexpenditure in excess of $75,000 individually or $175,000 in the aggregate, during any twelve (12)-month period; (xv) any Contract providing that provides for (A) Change of Control Payments any payments, rights or (B) the creationobligations that are conditioned, acceleration or vesting of any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of in whole or in connection part, on a change of control with respect to the consummation of the TransactionsCompany; (xvi) any (A) collective bargaining agreement Contract that limits or (B) Contract with purports to limit the payment of dividends or distributions in respect of the capital stock of the Company, the pledging of the capital stock of the Company or the incurrence of indebtedness for borrowed money or guarantees by the Company or the ability of the Company in any unionmaterial respect to pledge, labor organizationsell, works council transfer or other employee representative otherwise dispose of a group any material amount of employeesassets or business; (xvii) any Personal Property Lease;Company Affiliate Agreement; and (xviii) any Real Property Lease; (xix) any Inbound IP Contract; (xx) any Outbound IP Contract; (xxi) any Contract Contracts with any Governmental Entity; (xxii) any power of attorney or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and (xxiv) any Contract which commits Seller to enter into any of the foregoingall athletes, brand ambassadors and celebrities. (b) With respect to each Material Contract: (i) such Each Material Contract is in full force valid, binding and effect, constitutes a legal, valid enforceable on the Company and binding obligation of Seller and, to the Knowledge of Sellerthe Company, each other party thereto, and is enforceable against each of them thereto in accordance with its terms; terms except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and applicable equitable principles (ii) neither Seller whether considered in a proceeding at Law or in equity). Neither the Company nor, to the Knowledge of Sellerthe Company, any other party to such Material Contract thereto is in breach of or default under such Material Contract; (iii) no event has occurred or circumstance exists which (with or without notice or lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; (iv) Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a is alleged to be in breach of or default under) such Material Contract; and (v) Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew such Material Contract, (B) seek the renegotiation of such Material Contract in any material respect, or (C) substitute performance under such has provided or received any written notice of any intention to terminate, any Material Contract. Complete and correct copies of each Material Contract in any material respect. Seller has delivered or (including all modifications, amendments and supplements thereto) have been made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this AgreementAcquiror.

Material Contracts; No Defaults. (a) Section 3.15(a3.14(a) To the best of the Seller’s Knowledge, the Disclosure Schedule contains an accurate and complete list of each of the following types of Contracts (x) by which any of the Transferred Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Transferred Assets (each a “Material Contract”): (i) any Contract (A) pursuant to which Seller received aggregate payments in excess of $10,000 since its formation 50,000 during the fiscal year ended December 31, 2019 or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments to Seller in excess of $10,000 50,000 within the twelve (12) month period from and after the date of this Agreement; (ii) any Contract (A) pursuant to which Seller made aggregate payments in excess of $10,000 since its formation 50,000 during the fiscal year ended December 31, 2019 or (B) that Seller reasonably anticipates will, in accordance with its terms, involve aggregate payments by Seller in excess of $10,000 50,000 within the twelve (12) month period from and after the date of this Agreement; (iii) any Contract with any Material Customer or Material Supplier; (iv) any Contract relating to Indebtedness; (v) any Contract (A) for the sale of any of the Transferred Assets or (B) granting to any Person an option, right of first refusal, right of first offer or similar preferential right to purchase any of the Transferred Assets; (vi) any Contract that requires Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contains “take or pay” provisions; (vii) any Contract limiting, restricting or prohibiting Seller from: (A) conducting any business activities; (B) engaging in any line of business anywhere in the United States or elsewhere in the world; or (C) conducting any business activities with any Person;Person other than Contracts that limit the right to use intellectual property developed as part of the services performed, including work product (viii) any Contract that provides for “most favored nations” terms or establishes an exclusive or priority sale or purchase obligation with respect to any product, service or geographic location; (ix) any Contract containing non-solicitation provisions restricting Seller’s ability to hire or retain any employees, customers, vendors, suppliers or other service providers; (x) any (A) joint venture, strategic alliance, partnership, licensing, franchise, manufacturer, development, distribution, sales agent or supply agreement or (B) other Contract that involves a sharing of revenues, profits, losses, costs or Liabilities by Seller with any other Person; (xi) any Contract providing for capital expenditures or leasehold improvements in excess of $10,000 25,000 individually, or in excess of $25,000 100,000 in the aggregate; (xii) any Contract relating to (A) the acquisition (by merger, consolidation, purchase of stock or assets, or otherwise) by Seller of any Person, a material portion of the assets of any Person, or any business, division or product line or (B) the divestiture or disposition by Seller of a material portion of its properties or assets, or any of its equity interests, in each case of clauses (A) and (B) pursuant to which any of the parties has any remaining obligations or Liabilities; (xiii) any Contract under which Seller has made, or that obligates Seller to make, a loan or capital contribution to, or investment in, any Person other than advances to employees in the Ordinary Course of Business; (xiv) any Contract with any Business Employee or Business Consultant; (xv) any Contract providing for (A) Change of Control Payments or (B) the creation, acceleration or vesting of any right or interest for the benefit of any current or former Business Employee or Business Consultant which becomes payable as a result of or in connection with the consummation of the Transactions; (xvi) any (A) collective bargaining agreement or (B) Contract with any union, labor organization, works council or other employee representative of a group of employees; (xvii) any Personal Property Lease; (xviii) any Real Property Lease; (xix) any Inbound inbound IP ContractContract (other than with respect to commercially available, off the shelf software or click to accept subscription services for software); (xx) any Outbound outbound IP license or Contract; (xxi) any Contract with any Governmental Entity; (xxii) any power of attorney or similar grant of agency executed by Seller; (xxiii) any Contract that was otherwise not entered into in the Ordinary Course of Business or that is otherwise material to the Transferred Assets or the operation of the Business; and and (xxiv) any Contract which commits Seller to enter into any of the foregoing. (b) With respect to each Material Contract: (i) such Material Contract is in full force and effect, constitutes a legal, valid and binding obligation of Seller and, to the Knowledge of Seller, each other party thereto, and is enforceable against each of them in accordance with its terms; (ii) neither Seller nor, to the Knowledge of Seller, any other party to such Material Contract is in material breach of or default under such Material Contract; (iii) no event has occurred or occurred, and no circumstance exists which exists, in each case that (with or without notice or lapse of time or both) would constitute a breach of or default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material ContractContract if it would result in a Material Adverse Effect; (iv) except as set forth in Schedule 3.14(b), Seller has not provided to or received from any counterparty thereto any notice regarding any actual or alleged breach of or default under (or of any condition which with the passage of time or the giving of notice or both would cause a breach of or default under) such Material Contract; and (v) except as set forth in Schedule 3.14(b), Seller has not provided to or received from any counterparty thereto any notice announcing, contemplating or threatening to, and Seller is not otherwise aware of any intention by any counterparty thereto to: (A) terminate (other than Material Contracts that are expiring pursuant to their terms) or not renew such Material Contract, (B) seek the renegotiation of such Material Contract in any material respect, or (C) substitute performance under such Material Contract in any material respect. Seller has delivered or made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto), and written descriptions of all material terms of all oral Material Contracts, in each case in effect as of the date of this Agreement.