Common use of Material Contracts Clause in Contracts

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Company Transocean has made available to Parent a Valaris, true and complete copy copies (including all material amendments, modifications, extensions or renewals with respect thereto) of each Contract of the following Transocean Material Contracts to which the Company Transocean or any of the Company Subsidiaries a Transocean Subsidiary is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date Agreement Date: (a) each Contract containing any non-compete or similar type of this Agreement, which (i) is a “material contract” within provision that materially restricts the meaning ability of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company Transocean or any of Transocean Subsidiary (including Valaris and the Company Valaris Subsidiaries not following the Effective Time) to (A) compete or engage in any line of business or compete geographic area or with any Person in during any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates period of time after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) Time or (B) make, sell or distribute any other asset products or services, or use, transfer or distribute, or enforce any of the Company their rights with respect to, any of their material assets or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.properties; (b) Each Material each Contract is (assuming due power and authority that creates, evidences, provides commitments in respect of, secures or guarantees (A) indebtedness for borrowed money of Transocean or a Transocean Subsidiary in any amount in excess of $100 million or (B) other than in the ordinary course of business, other indebtedness of Transocean or a Transocean Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in excess of $$100 million other than agreements solely between or among Transocean and due execution and delivery bya Transocean Subsidiary; and (c) any acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations, the or remaining indemnity or similar obligations (other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject than customary indemnity obligations with respect to the Bankruptcy post-closing ownership and Equity Exceptionoperation of acquired assets), except that would reasonably be expected to the extent they have previously expired result in earn out payments, contingent payments or terminated in accordance with their termsother similar obligations to a third party. Neither the Company Transocean nor any of Transocean Subsidiary is in breach of, or default under the Company Subsidiaries norterms of, and, to the knowledge of Transocean, no other party to any Transocean Material Contract is in breach of, or default under the Companyterms of, any other party is in material breach of or in material default under any Transocean Material Contract, and no nor is any event has occurred thatof default (or similar term) continuing under any Transocean Material Contract, with and, to the knowledge of Transocean, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or the giving of notice or both) under any Transocean Material Contract, in each case where such breach, default or event of default (or similar term) would constitute reasonably be expected to have, individually or in the aggregate, a default thereunder by any party theretoMaterial Adverse Effect in respect of Transocean.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except for this Agreement, Section 6.19 of the Company Subsidiaries is Aon Disclosure Letter contains a party complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 6.19(a) under which Aon or by any Aon Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound subject, in each case as of the date of this Agreement, which Agreement (all Contracts of the type described in this Section 6.19(a) being referred to herein as the “Aon Material Contracts”): (i) any partnership, joint venture, strategic alliance or collaboration Contract which is material to Aon and its Subsidiaries, taken as a whole; (ii) any Contract that (A) purports to materially limit (1) the material lines of business of Aon and its Subsidiaries (including, after the Effective Time, WTW and its Subsidiaries) or (2) the geographic area in which any of them may so engage in such business or (B) would require the disposition of any material assets or material line of business of Aon and its Subsidiaries (including, after the Effective Time, WTW and its Subsidiaries taken as a whole) as a result of the consummation of the Transactions; (iii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $50 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of Aon or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $50 million other than (A) Contracts solely among Aon and any wholly-owned Aon Subsidiary or a guarantee by Aon or an Aon Subsidiary of an Aon Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $50 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Aon SEC Documents; (v) each Contract (other than an Aon Benefit Plan) between Aon, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Aon Subsidiary) of Aon or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract (other than an Aon Benefit Plan) pursuant to which Aon has an obligation to indemnify such officer, director, Affiliate or family member; (vi) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or in the aggregate) under which Aon or any Aon Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Contract is material to Aon and the Aon Subsidiaries, taken as a whole; (vii) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $25 million annually or in the aggregate) under which Aon or any Aon Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract is material to Aon and the Aon Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement of Aon or any of its Significant Subsidiaries; (ix) any Contract that relates to any swap, forward, futures, or other similar derivative transaction for hedging purposes with a notional value in excess of $100 million; (x) any material collective bargaining agreement or other Contract with any labor union; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the date hereof of consideration in excess of $25 million or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (xii) any Contract not otherwise described in any other subsection of this Section 6.19(a) that would be required to be filed by Aon as a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract). (b) Each Neither Aon nor any Aon Subsidiary is in breach of or default under the terms of any Aon Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, an Aon Material Adverse Effect. To the knowledge of Aon, as of the date hereof, no other party to any Aon Material Contract is (assuming due power and authority ofin breach of or default under the terms of any Aon Material Contract where such breach or default would reasonably be expected to have, and due execution and delivery byindividually or in the aggregate, an Aon Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the other party or parties thereto) aggregate, an Aon Material Adverse Effect, each Aon Material Contract is a valid and binding obligation of the Company Aon or the Company Subsidiaries Subsidiary of Aon which is party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries northereto and, to the knowledge of the CompanyAon, any of each other party thereto, and is in material breach full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of or in material default under specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoproceeding therefor may be brought.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Perfection Certificate as of the Third Amendment Effective Date, no Loan Party is (a) The Company a party to any contract which has made available had or could reasonably be expected to Parent have a true and complete copy Material Adverse Effect or (b) in default in the performance, observance or fulfillment of each Contract to which the Company or any of the Company Subsidiaries obligations, covenants or conditions contained in (x) any contract to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess of $100,000 or (y) any Material Contract. Except for the contracts and other agreements listed in Section 1(h) of the Perfection Certificate, no Loan Party is party, as of the date Fourth Amendment Effective Date, to any (i) employment agreements covering the management of this Agreementany Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which the Companyit is bound, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase agreements regarding any Loan Party, its assets or saleoperations or any investment therein to which any of its equity holders is a party, option to purchase or sell(v) patent licenses, right of first refusaltrademark licenses, right of first offer copyright licenses or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwiselicense agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) of distribution, marketing or supply agreements to which any Loan Party is a party, (Avii) customer agreements to which any real property Loan Party is a party (including in each case with respect to any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments by or to any Loan Party of more than $2,500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a partner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is a party, (ix) real estate leases, or (x) any Service Contract (as defined in the Intercreditor Agreement) constituting a Material Contract under the Term Loan Agreement or (xi) any other contract to which any Loan Party is a party, in each case with respect to this clause (x) the breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect; (each such contract and agreement, described in the preceding clauses (i) through to (iv) of this Section 3.22(a) is referred to herein as x), a “Material Contract.” Section 3.22(a) ”). The Material Contracts listed in the Perfection Certificate are in full force and effect and there are no events of the Company Disclosure Schedule sets forth a true and complete list defaults thereunder or any event which with notice or passage of each Material Contract. (b) Each Material Contract is (assuming due power and authority oftime, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a an event of default thereunder by any party theretothereunder.

Material Contracts. (a) The Company has made available to Parent a true and complete copy As of each Contract to which the date hereof, neither the Company or nor any of the Company its Subsidiaries is a party as of the date of this Agreement, to or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; , other than any Company Employee Plan); (ii) contains covenants any material contract with any director, officer or Affiliate of the Company or any of its Subsidiaries (other than employment agreements and indemnification agreements); (iii) any contract containing any provision or covenant that imposes any material restriction on the right or ability of the Company or any Subsidiaries not to (A) compete with any other Person, (B) solicit any client or engage in customer, or (C) acquire or dispose of the securities of another Person, or any other provision that materially restricts the conduct of any line of business by the Company or compete any Subsidiaries; (iv) any contract or series of contracts that (A) is expected to result in the payment of more than Two Hundred Fifty Thousand Dollars ($250,000) by the Company or any Subsidiaries in the fiscal year ending December 31, 2016 or the fiscal year ending December 31, 2017, or (B) obligates the Company or its Subsidiaries to conduct business with any Person Third Party on an exclusive basis; and with respect to contracts responsive to (A) or (B) that require consent of or notice to a Third Party in connection with the Merger or the transaction contemplated under this Agreement; (v) any geographic area, in each case, in contract that contains a manner that is material “most favored nation” provision; (vi) any Collective Bargaining Agreement; (vii) any agreement relating to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which indebtedness of the Company or any of the Company its Subsidiaries has entered into a partnership or joint venture with having an outstanding principal amount in excess of Two Hundred Thousand Dollars ($200,000); (viii) any other Person (other than the Company or contract that grants any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other similar right with respect to purchaseany securities, sellmaterial assets, dispose of material rights or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset material properties of the Company or any Company Subsidiary Subsidiary; (ix) any contract or series of contracts that provides for the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) and with a fair market value or purchase price greater than $25,000. Each instrument any outstanding material obligations as of the type described date of this Agreement; (x) any material joint venture, partnership or limited liability company agreement or other similar contract; and (xi) any contract limiting or restricting the ability of the Company or any Subsidiary (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (B) to redeem or repurchase any capital stock, partnership interests, membership interests or other equity interests, (C) to make loans or (D) to grant Liens on the property of the Company or any of its Subsidiaries; (xii) any contract that obligates the Company or any Subsidiary to make any loans, advances or capital contributions to, or investments in excess of Two Hundred Fifty Thousand Dollars ($250,000) in, any Person (other than the Company); (xiii) any contract (A) granting the Company or any of its Subsidiaries a license to use any Intellectual Property (other than commercially available software licenses with annual fees of less than One Hundred Thousand Dollars ($100,000)), (B) permitting any Third Party to use, enforce or register any Intellectual Property owned by the Company, including any license agreements, coexistence agreements and covenants not to ▇▇▇ (other than non-exclusive licenses to customers and suppliers in the ordinary course of business) or (C) restricting the right of the Company or any of its Subsidiaries to use or register any Intellectual Property owned by the Company or any of its Subsidiaries (other than any of the contracts identified in Section 4.22(a)(iii) of the Company Disclosure Letter); (xiv) any contract for on-screen advertising and internet ticketing agreement; (xv) any agreement governing any licensed or franchised business operated at any theatre owned or operated by the Company or any of its Subsidiaries; (xvi) any contract that involved the receipt of more than Five Hundred Thousand Dollars ($500,000) by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2015 or that is expected to result in the receipt of such amount by the Company or any of its Subsidiaries in the fiscal year ending December 31, 2016; (xvii) any contract obligating the Company or any of its Subsidiaries not to acquire assets or securities of a Third Party (excluding standstill agreements that will expire prior to January 31, 2017) or agreements by a Third Party not to acquire assets or securities of the Company (excluding standstill agreements); or (xviii) any contract guaranteeing the performance of any Third Party in excess of Two Hundred Fifty Thousand Dollars ($250,000). All contracts of the types referred to in clauses (i) through (ivxviii) above (whether or not set forth on Section 4.22 of this Section 3.22(athe Company Disclosure Letter) is are referred to herein as a “Company Material Contract.” Section 3.22(aThe Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract (including all amendments, modifications, extensions, and renewals thereto and waivers thereunder) as in effect on the date of this Agreement (subject to any redaction of information contained therein reasonably deemed necessary or appropriate by the Company Disclosure Schedule sets forth a true and complete list of each Material Contractin order to comply with any applicable antitrust law or any applicable confidentiality provision). (b) Each Except as would not be material to the Company and its Subsidiaries, (i) neither the Company nor any of its Subsidiaries is in breach of, or default under, any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is (assuming due power and authority in breach of, and due execution and delivery byor default under, any Company Material Contract, (ii) no event has occurred that with notice or the other party lapse of time or parties theretoboth would constitute a breach of or default under any Company Material Contract, (iii) each Company Material Contract is a valid and binding obligation of the Company or its Subsidiary, as applicable, and, to the Company Subsidiaries knowledge of the Company, of each other party thereto, subject to the Bankruptcy and Equity Exception, except and (iv) each Company Material Contract is in full force and effect. There are no disputes pending or, to the extent they have previously expired or terminated in accordance knowledge of the Company, threatened with their terms. Neither respect to any Company Material Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Subsidiaries Material Contract to terminate for default, convenience or otherwise any Company Material Contract nor, to the knowledge of the Company, is any other such party is threatening to do so, in each case except as would not be material breach of or in material default under any Material Contract, to the Company and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoits Subsidiaries.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which Except for this Agreement, the Company or any of Benefit Plans and agreements filed as exhibits to the Company Subsidiaries is a party SEC Documents, as of the date of this Agreement, or by which neither the Company, Company nor any of the Company its Subsidiaries is a party to or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) contains covenants any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of the Company its Subsidiaries not to compete or engage in any line of business or compete with any Person in other person or acquire or dispose of the securities of any geographic area, in each case, in a manner other person or (B) contains an exclusivity or “most favored nation” clause that is material to restricts the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which business of the Company or any of the Company its Subsidiaries has entered into in a partnership material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or joint venture with other agreement or instrument evidencing indebtedness for borrowed money or any other Person (other than guarantee of such indebtedness of the Company or any of the Company Subsidiariesits Subsidiaries in an amount in excess of $25 million; (iv) that is material any joint venture, partnership or limited liability company agreement or other similar Contract relating to the business formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company Company’s Subsidiaries, taken as a whole or ; (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (Av) any real property (including any Company Property Contract expressly limiting or any portion thereof) or (B) any other asset restricting the ability of the Company or any Company Subsidiary with a fair market value of its Subsidiaries to make distributions or purchase price greater than $25,000. Each instrument declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.case may be; (bvi) Each Material any acquisition Contract is (assuming due power and authority ofthat contains “earn out” or other contingent payment obligations, and due execution and delivery byor remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the other party or parties thereto) a valid and binding obligation of date hereof by the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the its Subsidiaries in excess of $25 million; and (vii) any material lease or sublease with respect to a Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoLeased Real Property.

Material Contracts. Except as expressly disclosed in Section 1(h) of the Perfection Certificate as of the Second Amendment Effective Date, no Loan Party is (a) The Company a party to any contract which has made available had or could reasonably be expected to Parent have a true and complete copy Material Adverse Effect or (b) in default in the performance, observance or fulfillment of each Contract to which the Company or any of the Company Subsidiaries obligations, covenants or conditions contained in (x) any contract to which it is a party or by which any of its assets or properties is bound, which default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect or result in liabilities in excess of $100,000 or (y) any Material Contract. Except for the contracts and other agreements listed in Section 1(h) of the Perfection Certificate, no Loan Party is party, as of the date Second Amendment Effective Date, to any (i) employment agreements covering the management of this Agreementany Loan Party, (ii) collective bargaining agreements or other labor agreements covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party is a party or by which the Companyit is bound, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase agreements regarding any Loan Party, its assets or saleoperations or any investment therein to which any of its equity holders is a party, option to purchase or sell(v) patent licenses, right of first refusaltrademark licenses, right of first offer copyright licenses or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwiselicense agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee, (vi) of distribution, marketing or supply agreements to which any Loan Party is a party, (Avii) customer agreements to which any real property Loan Party is a party (including in each case with respect to any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument contract of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payments by or to any Loan Party of more than $2,500,000 in the aggregate in any Fiscal Year), (viii) partnership agreements to which any Loan Party is a partner, limited liability company agreements to which any Loan Party is a member or manager, or joint venture agreements to which any Loan Party is a party, (ix) real estate leases, (x) any Service Contract that has been assigned an Orderly Liquidation Value pursuant to an appraisal of Service Contracts delivered pursuant to this Agreement or (xi) any other contract to which any Loan Party is a party, in each case with respect to this clause (xi) the breach, nonperformance or cancellation of which, could reasonably be expected to have a Material Adverse Effect (each such contract and agreement, described in the preceding clauses (i) through to (iv) of this Section 3.22(a) is referred to herein as xi), a “Material Contract.” Section 3.22(a) ”). The Material Contracts listed in the Perfection Certificate are in full force and effect and there are no events of the Company Disclosure Schedule sets forth a true and complete list defaults thereunder or any event which with notice or passage of each Material Contract. (b) Each Material Contract is (assuming due power and authority oftime, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a an event of default thereunder by any party theretothereunder.

Material Contracts. (a) The Company has made available Except for this Agreement, agreements filed as exhibits to Parent a true and complete copy of each Contract to which the Company SEC Documents or any as set forth in Section 3.21 of the Company Subsidiaries is a party Disclosure Schedules, as of the date of this Agreement, or by which neither the Company, Company nor any of the its Subsidiaries is a party to or expressly bound by any Contract (excluding any Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Benefit Plan) that: (i) is would constitute a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; Securities Act); (ii) contains covenants of the is a Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) Real Property Lease pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) leases real property that is material to the business of the Company and the Company its Subsidiaries, taken as a whole or whole; (iviii) provides for contains restrictions on the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any of its Subsidiaries to engage in activities competitive with any Person or to solicit customers or suppliers anywhere in the world, other than restrictions (A) pursuant to limitations on the use by the Company Subsidiary or its Subsidiaries of rail lines set forth in the agreements conveying those lines or granting rights to operate them, (B) that are part of the terms and conditions of any “requirements” or similar agreement under which the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person, or (C) that are not material to the business of the Company and its Subsidiaries, taken as a whole; (iv) grants “most favored nation” status that, following the Mergers, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries; (v) provides for the formation, creation, operation, management or control of any joint venture, partnership or other similar arrangement with a fair market value third party; (vi) is an indenture, credit agreement, loan agreement, note, or purchase price greater other Contract providing for indebtedness for borrowed money of the Company or any if its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $50 million; (vii) is a settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to pay consideration of more than $25,00020 million after the date of this Agreement or that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise), or any real property, that would, in each case, reasonably be expected to result in the receipt or making by the Company or any Subsidiary of the Company of future payments in excess of $25 million; (ix) is an acquisition agreement that contains material “earn-out” or other material contingent payment obligations; (x) obligates the Company or any Subsidiary of the Company to make any future capital investment or capital expenditure outside the Ordinary Course of Business and in excess of $50 million; (xi) provides for the procurement of services or supplies from a Company Top Supplier by the Company or any of its Subsidiaries, or provides for sales to a Company Top Customer by the Company or any of its Subsidiaries; (xii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (xiii) other than any sales and marketing Contracts entered into the Ordinary Course of Business, is a Contract pursuant to which the Company or any of its Subsidiaries is a party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to the Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other liabilities due to such Governmental Entity; or (xiv) is a Contract pursuant to which (A) the Company or any of its Subsidiaries is granted any license or other right with respect to Intellectual Property of another Person, where such Contract is material to the business of the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms); or (B) the Company or any of its Subsidiaries grants to another Person any license or other right with respect to any material Company Intellectual Property. Each instrument Contract of the type described in clauses (i) through – (ivxiv) of this Section 3.22(a3.21(a) is referred to herein as a “Company Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.” (b) Each True, correct and complete copies of each Company Material Contract have been publicly filed with the SEC prior to the date of this Agreement or otherwise made available to Parent. Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, no other party to any Company Material Contract is (assuming due power and authority ofin breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, and due execution and delivery byindividually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the other party or parties thereto) aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Company Material Contract is a valid and binding obligation of the Company or the Subsidiary of the Company Subsidiaries that is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoEnforceability Exceptions.

Material Contracts. (a) The Company has made available to Schedule 5.16(a) of the Parent Disclosure Letter sets forth a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party list, as of the date of this Agreement, of: (i) other than contracts providing for the acquisition, origination, purchase, sale or divestiture of loans, mortgage backed securities, mortgage servicing rights, debt securities and other financial instruments owned or entered into by Parent or any Subsidiary of Parent in the ordinary course of business, each contract that involves a pending or contemplated merger, business combination, acquisition, purchase, sale or divestiture that requires Parent or any of its Subsidiaries to dispose of or acquire assets or properties with a fair market value in excess of $25,000,000; (ii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Parent or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $15,000,000, other than agreements solely between or among Parent and its wholly owned Subsidiaries; (iii) other than contracts entered into in the ordinary course of business, each contract under which the CompanyParent or a Subsidiary of Parent has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than Parent or a Subsidiary of Parent); (iv) each master agreement under which Parent or a Subsidiary of Parent enters into any interest rate cap, interest rate collar, interest rate swap or other forward, swap or other hedging transaction of any type, except for contracts entered into for bona fide hedging purposes; (v) each contract between or among Parent or any Subsidiary of Parent, on the Company one hand, and Parent Manager or any officer, director or Affiliate (other than a wholly owned Subsidiary of Parent) of Parent or any of its Subsidiaries or any of their respective properties “associates” or assets is bound “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the date Exchange Act) or of this Agreementthe Parent Manager, which on the other hand; and (ivi) is a each “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; (iiExchange Act) contains covenants of the Company or any of the Company Subsidiaries not otherwise described in this Section 5.16(a) with respect to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any Subsidiary of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractParent. (b) Each Collectively, the contracts set forth in Schedule 5.16(a) of the Parent Disclosure Letter are herein referred to as the “Parent Contracts.” Except as had not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is (assuming due power legal, valid, binding and authority ofenforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, and due execution and delivery byto the knowledge of Parent, the each other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as had not had and would not reasonably be expected to have, individually or in the Bankruptcy and Equity Exceptionaggregate, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company a Parent Material Adverse Effect, neither Parent nor any of the Company its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of the CompanyParent, is any other party is to any such Parent Contract in material breach or default thereunder. Complete and accurate copies of each Parent Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or in material default under any Material Contract, and no event has occurred that, with otherwise made available to the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoCompany.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of Except (x) for Contracts entered into after the date of this Agreement, (y) for intercompany agreements solely between or by which the Company, any of the Company Subsidiaries among Purchaser (or any of their respective properties its Subsidiaries) and any of its Subsidiaries or assets that shall be terminated as of or prior to the Closing Date in accordance with Section 6.7 or (z) as set forth in Section 5.13(a) of the Purchaser Parent Disclosure Letter, neither Purchaser Parent nor any of its Affiliates is a party to or bound by any Contract in effect as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner hereof that is material to Purchaser or the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company SubsidiariesPurchaser Business, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Purchaser Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract”). (b) Each Except as set forth in Section 5.13(b) of the Purchaser Parent Disclosure Letter, (i) except as would not, individually or in the aggregate, be materially adverse to Purchaser or the Purchaser Business, each Purchaser Material Contract is (assuming due power and authority oflegal, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on Purchaser or its Subsidiary that is a party thereto and, to the Knowledge of the Company or the Company Subsidiaries Purchaser Parent, each other party thereto, subject to the Bankruptcy and Equity Exceptionis in full force and effect, except to the extent they have previously expired as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or terminated similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in accordance with their terms. Neither the Company a proceeding in equity or law), and (ii) neither Purchaser Parent nor any of the Company Subsidiaries norits Affiliates or, to the knowledge Knowledge of the CompanyPurchaser Parent, any other party thereto, is in material breach of of, or in material default under under, any such Purchaser Material Contract, and no event has occurred thatexcept for such breaches or defaults as would not, with individually or in the lapse of time aggregate, be materially adverse to Purchaser or the giving Purchaser Business. Neither Purchaser nor any of notice its Subsidiaries is a party to or both, would constitute a default thereunder bound by any party theretoContract that contains any non-compete or similar provision that would materially limit or impair Seller Parent or any of the Retained Subsidiaries’ ability to operate the Retained Businesses after the Closing. (c) Section 5.13(c) of the Purchaser Parent Disclosure Letter lists all material Purchaser Related Party Contracts.

Material Contracts. (a) The Company has made available to Parent a true and complete copy Except for this Agreement, as of each Contract to which the date hereof, neither the Company or nor any of the Company its Subsidiaries is a party as of the date of this Agreementto or bound by any agreement, lease, easement, license, contract, note, mortgage, indenture or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which other legally binding obligation (“Contract”) that: (i) is would be required to be filed by the Company as a “material contract” within the meaning of Item (as such term is defined in item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) contains covenants includes any continuing or other contingent payment obligations (including any “earn-out” or indemnification obligations) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations are or would reasonably be expected to be material to the Company; (iii) (A) limits in any material respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million; (v) grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any person (other than the Company, a wholly-owned Subsidiary of the Company or a wholly-owned Subsidiary of the MLP) with respect to any asset that is material to the Company; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (viii) is a material partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company Subsidiaries not owns, directly or indirectly, any voting or economic interest of 15% or more and has invested or is contractually required to compete invest in excess of $100 million, other than with respect to any wholly-owned Subsidiary of the Company or engage wholly-owned Subsidiary of the MLP; (ix) relates to the acquisition or disposition of any business or assets (other than the purchase and sale of crude oil and products in any line the ordinary course of business or compete consistent with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iiipast practice) pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership any liability in excess of $100 million in any transaction or joint venture with any other Person series of related transactions; (other than the Company or any of the Company Subsidiariesx) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property is a material joint operating agreement (including any Company Property or any portion thereofJOA) or (B) defines any other asset material area of mutual interest (AMI); or (xi) is a Contract required to be set forth on Section 3.21(a)(xi) of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Disclosure Schedules. (b) Each instrument of the type such Contract described in clauses (i) through (ivx) of this Section 3.22(a) above is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) ”. Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and legally binding obligation of the Company or and its Subsidiaries as applicable and, to the Company Subsidiaries knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to the Bankruptcy and Equity ExceptionCreditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to the extent they have previously expired or terminated in accordance with their terms. Neither a Company Material Adverse Effect, and neither the Company nor any of the Company Subsidiaries its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract is in material breach or violation of any provision of, or in material default under under, any Material Contract, and no event has occurred that, with the or without notice, lapse of time or the giving of notice or both, would constitute such a default thereunder by any party theretobreach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. A copy of each Material Contract has previously been delivered to Parent.

Material Contracts. (a) The Company has made available to Parent a true Except for this Agreement and complete copy as set forth on Section 5.17 of each Contract to which the Company or any of the Company Subsidiaries is a party such Party’s Disclosure Letter, as of the date of this Agreement, none of such Party or its Subsidiaries is a party to or bound by which any Contract (other than any purchase orders and other than, except in the Companycase of Section 5.17(a)(i) if any lease, any of sublease, rental or occupancy agreement, license or other Contract that, in each case, provides for the Company Subsidiaries ownership of, leasing of, title to, use of, or any of their respective properties leasehold or assets is bound as of the date of this Agreement, which other interest in any Real Property or Contract relating to Insurance Policies): (i) that is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; Exchange Act); (ii) contains covenants that materially limits, curtails or restricts or purports to materially limit, curtail or restrict, or, in the case of Parent after the Company Effective Time, would or would purport to materially limit, curtail, or restrict, either (A) (x) the type of business in which such Party or any of its Subsidiaries or Affiliates may engage, (y) the Company Subsidiaries not to compete or locations in which any of them may so engage in any line of business or compete (z) the vendors or suppliers which such Party or any of its Subsidiaries may engage or use or (B) the ability of such Party or any of its Subsidiaries or Affiliates to hire or solicit for hire for employment any individual or group, except for non-disclosure or confidentiality agreements entered into in connection with potential acquisitions or dispositions; (iii) for any Person in any geographic areajoint venture, partnership or similar arrangement, in each case, in a manner case that is material to such Party and its Subsidiaries, taken as a whole; (iv) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of such Party or any of its Subsidiaries (other than any Organizational Documents of such Party or any of its Subsidiaries), (B) providing any Person with any preemptive right, right of participation, right of maintenance, or any similar right with respect to any securities of such Party, or (C) providing such Party or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any securities of such Party, except for Contracts evidencing Company Equity Awards or Parent Equity Awards; (v) pursuant to which such Party or any of its Subsidiaries has any outstanding “earnout” or other contingent, deferred or fixed payment obligations in excess of $500,000; (vi) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note or mortgage providing for or guaranteeing Indebtedness of any Person in excess of $5,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the Company consummation of the Transactions, other than Contracts between or among or for the benefit of such Party and any of its wholly owned Subsidiaries or between or among any such wholly owned Subsidiaries; (vii) that is with any manufacturer, vendor or other supplier with respect to which manufacturer, vendor or other supplier the aggregate annual spend for the year ended December 31, 2022 exceeded $30,000,000 for such Party and its Subsidiaries, taken as a whole, or would bind Parent which manufacturer, vendor or its pre-Closing Affiliates after the Effective Time; other supplier imposes a minimum purchase order; (iiiviii) relating to any currency hedging, interest rate caps, swaps or collars, letters of credit, bank guarantees, and other similar Contracts or arrangements; (ix) is an acquisition agreement, asset purchase agreement, sale agreement, purchase agreement, stock purchase agreement, put agreement, call agreement or other similar agreement pursuant to which the Company (A) such Party or any of its Subsidiaries would reasonably be expected to be obligated to pay total consideration including assumption of debt after the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any date of the Company Subsidiaries) that is material to the business this Agreement in excess of the Company and the Company Subsidiaries$30,000,000, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset third party has the right to acquire any assets of the Company such Party or any Company Subsidiary of its Subsidiaries with a fair market value or purchase price greater of more than $25,00030,000,000, or (C) any third party has the right to acquire any interests in such Party or any of its Subsidiaries, other than, in the case of clauses (A) and (B), sales of goods or services in the Ordinary Course; (x) (A) relating to the employment of, or the performance of services by, any employee, consultant or independent contractor, in each case who is a natural person (other than (1) for employees of Parent or any of its Subsidiaries who are located in Colombia, any employment agreement that does not materially deviate from the standard form of employment agreement maintained by Parent and its applicable Subsidiaries for such employees and (2) for all consultants or independent contractors of such Party and the applicable Subsidiaries thereof, any consulting or individual contracting agreement that is (x) not material or (y) based on, and does not materially deviate from, the standard form of such agreement for such Party and its Subsidiaries); or (B) pursuant to which such Party or any of its Subsidiaries is or may become obligated to make any severance, termination, or similar payment in excess of $100,000 to any single current or former employee, director, consultant or independent contractor, in each case who is a natural person; or (C) pursuant to which such Party or any of its Subsidiaries is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $100,000 to any single current or former employee, director, consultant or independent contractor, in each case who is a natural person, or in excess of $500,000 to any group of current or former employees, directors, consultant or independent contractors, in each case who are natural persons; (xi) with any labor union; (xii) between such Party and its Subsidiaries, on the one hand, and such Party’s Affiliates (other than Subsidiaries of such Party) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Exchange Act; (xiii) under which any license or other rights are granted or received with respect to such Party’s material Intellectual Property or material IT Assets, excluding non-exclusive licenses (A) entered into in the Ordinary Course or (B) to commercially available software on standard terms and conditions with aggregate annual or upfront payments of less than $5,000,000 individually; (xiv) that provides for any standstill or similar obligations restricting the purchase by such Party of securities of a third Person; (xv) with any Governmental Entity; and (xvi) that results in any Person holding a power of attorney from such Party or any of its Subsidiaries that relates to such Party, any of its Subsidiaries or their respective business. Each instrument of the type such Contract described in clauses (i) through (iv) of this Section 3.22(a) 5.17(a), together with all Contracts filed as exhibits to such Party’s Reports, is referred to herein as a “Material Contract.” Section 3.22(a” (b) of the Company Disclosure Schedule sets forth a A true and complete list copy of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery byany amendments thereto, of such Party or its Subsidiaries entered into prior to the date of this Agreement has been made available to the other party Party. Except as, individually or parties theretoin the aggregate, would not reasonably be expected to have a Material Adverse Effect on such Party, (i) a valid and binding obligation each of the Company Material Contracts is binding on such Party or its Subsidiaries, as the Company Subsidiaries case may be, and to the Knowledge of such Party, each other party thereto, in accordance with its terms and subject to the Bankruptcy and Equity Exception, except and is in full force and effect, and (ii) each of such Party and its Subsidiaries (to the extent they have previously expired are party thereto or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries norbound thereby) and, to the knowledge Knowledge of the Companysuch Party, any each other party is in material breach of thereto has performed all obligations required to be performed by it under each Material Contract. Except as, individually or in material default under any the aggregate, would not reasonably be expected to have a Material ContractAdverse Effect on such Party, (A) each of such Party and no event has occurred thatits Subsidiaries is not (with or without notice, with the lapse of time or both) in breach or default thereunder and, to the giving Knowledge of notice such Party, no other party to any Material Contract is (with or without notice, lapse of time or both) in breach or default thereunder, would constitute a default thereunder by and (B) neither such Party nor any of its Subsidiaries has received written notice from the other party theretoto any Material Contract of any intention to cancel, terminate, materially change the scope of rights and obligations under or not to renew such Material Contract.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except for contracts listed in Section 4.12(a) of the Company Subsidiaries is a party Disclosure Letter or filed as exhibits to the Company SEC Filings, as of the date of this Agreement, or by which the Company, any of neither the Company Subsidiaries nor any Company Subsidiary is a party to or bound by any of their respective properties or assets is bound contract that, as of the date of this Agreement, which hereof: (i) is a “material contract” within required to be filed as an exhibit to the meaning of Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10601(b)(2), (4), (9) or (10) of Regulation S-K promulgated by the SEC; ; (ii) obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $250,000 and is not cancelable within ninety (90) days without material penalty to the Company or any Company Subsidiary, except for any Company Lease or any ground lease affecting any Company Property; (iii) contains covenants any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the Company or any Company Subsidiary, or that otherwise restricts the lines of business conducted by the Company or any Company Subsidiary or the geographic area in which the Company or any Company Subsidiary may conduct business; (iv) other than the Company Charter and the Company Bylaws, is an agreement which obligates the Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) Subsidiary pursuant to which the Company or any of Company Subsidiary is the Company Subsidiaries has entered into a partnership or joint venture with any other Person indemnitor; (other than the Company or any of the Company Subsidiariesv) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $1,000,000; (vi) would prohibit or materially delay the consummation of the Merger as contemplated by this Agreement; (vii) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease, including without limitation a ground lease affecting a Company Property) with a fair market value in excess of $1,000,000, or purchase price greater involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease, including without limitation a ground lease affecting a Company Property; (viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transaction; (ix) sets forth the operational terms of a joint venture, partnership, limited liability company with a Third Party member or strategic alliance of the Company or any Company Subsidiary; (x) constitutes a loan to any Person (other than a wholly owned Company Subsidiary) by the Company or any Company Subsidiary (other than advances made pursuant to and expressly disclosed in the Company Leases or pursuant to any disbursement agreement, development agreement, or development addendum entered into in connection with a Company Lease with respect to the development, construction, or equipping of Company Properties or the funding of improvements to Company Properties) in an amount in excess of $25,0001,000,000; or (xi) requires the payment of commissions (including leasing commissions or brokerage fees) or tenant improvements costs, allowances, or other concessions, in either case in an amount in excess of $10,000. Each instrument of the type described in clauses contract (i) through (ivlisted in Section 4.12(a) of this Section 3.22(athe Company Disclosure Letter or (ii) filed as an exhibit to the Company SEC Filings as of the date hereof, in each case to which the Company or any Company Subsidiary is a party or by which it is bound as of the date hereof is referred to herein as a “Company Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract”. (b) Each Except as, individually or in the aggregate, has not had and would not reasonably be expected to have, a Company Material Adverse Effect, each Company Material Contract is (assuming due power legal, valid, binding and authority ofenforceable on the Company and each Company Subsidiary that is a party thereto and, to the knowledge of the Company, each other party thereto, and due execution is in full force and delivery byeffect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, have not had and would not reasonably be expected to have, a Company Material Adverse Effect, the Company and each Company Subsidiary has performed all obligations required to be performed by it prior to the date hereof under each Company Material Contract and, to the knowledge of the Company, each other party or parties thereto) a valid and binding obligation thereto has performed all obligations required to be performed by it under such Company Material Contract prior to the date hereof. None of the Company or the any Company Subsidiaries party theretoSubsidiary, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party thereto, is in material breach of or in material violation of, or default under under, any Company Material Contract, and no event has occurred that, that with the notice or lapse of time or the giving of notice or both, both would constitute a violation, breach or default thereunder by under any party theretoCompany Material Contract, except where in each case such breach, violation or default is not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received notice of any violation or default under any Company Material Contract, except as set forth in Section 4.12(b) of the Company Disclosure Letter and such violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) The Company has made available All Contracts of the types referred to Parent a true and complete copy of each Contract in clauses (i) through (v) below to which the Company Parent, Merger Sub, GP Merger Sub or any of the Company their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.” (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other Person or acquire or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or (v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or by which delivery point requirements in such Contract, the Company, any Material Contracts are set forth in Section 4.19 of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractSchedule. (b) Each Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company Parent or the Company Subsidiaries Subsidiary of Parent that is party thereto and, to the Knowledge of Parent, of each other party thereto, and is in full force and effect, subject to the Bankruptcy Equitable Exceptions and Equity Exception, except (iv) Parent and each of its Subsidiaries has performed all obligations required to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, be performed by it to the knowledge of the Company, any other party is in material breach of or in material default date under any each Parent Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Company has made available to For all purposes of and under this Agreement, a “Parent a true and complete copy Material Contract” shall mean, without duplication, any of each Contract the following to which the Company Parent or any of the Company its Subsidiaries is a party as of the date of this Agreement, or by which the Company, any assets of the Company Subsidiaries Parent or any of their respective properties or assets is its Subsidiaries are bound as of the date of this Agreement, which Agreement (other than (i) is Contracts between or among the Company and one or more Subsidiaries, on the one hand, and Parent and one or more Affiliates, on the other hand and (ii) any Parent Benefit Plan): (i) any Contract that would be required to be filed by Parent as a “material contract” within pursuant to Item 4 of the meaning Instructions to Exhibits of Item 601(b)(10) of Regulation SForm 20-K promulgated by the SEC; F; (ii) contains covenants any Contract (or group of related Contracts with the Company same Person or its Affiliates), other than any Lessor Lease, Lessee Lease and any other lease, license or development, redevelopment, declaration, reciprocal easement or similar agreement or construction Contract or otherwise entered into in the ordinary course of business or any Contract relating to Indebtedness or derivatives, involving (A) the payment or receipt of amounts by Parent or any of its Subsidiaries of more than $5,000,000 in the Company aggregate within the last twelve (12) months or (B) future payments of more than $5,000,000 that are conditioned on, in whole or in part, or required in connection with, the consummation of any of the Transactions; (iii) any Contract relating to Indebtedness in excess of $5,000,000 or mortgaging, pledging or otherwise placing a Lien on any of the assets of Parent or its Subsidiaries not to compete with a value in excess of $5,000,000, restricting the payment of dividends or engage in other distributions of assets by any line of business Parent or compete with its Subsidiaries or providing for the guaranty of Indebtedness of any Person in excess of $5,000,000; (iv) any geographic areaContract that contains a put, call, right of first refusal or similar right pursuant to which Parent or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests or assets of any Person; (v) other than with respect to any wholly owned Subsidiary of Parent, any partnership, limited liability company, joint venture, strategic alliance or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company, joint venture or strategic alliance, in each case, in a manner that is material to Parent or any of its Subsidiaries; (vi) except for indemnification, compensation, employment or other similar arrangements between Parent or any of its Subsidiaries, on the Company one hand, and any current or former director or officer thereof, on the Company other hand, any Contract to which Parent or any of its Subsidiaries is a party that would be required to be disclosed pursuant to Item 7.B of Form 20-F; (vii) any Contract containing a standstill or similar agreement pursuant to which Parent or any of its Subsidiaries’ has ongoing obligations to not acquire assets or securities of any other party and, to the extent not entered into in the ordinary course of business or in connection with any Lessor Lease, Lessee Lease or other lease, license, services, development, redevelopment, construction or other commercial Contract, any Contract under which Parent or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract under which a sale of a majority of the consolidated assets of Parent and its Subsidiaries, taken as a whole, would require a payment by, result in a breach or would bind constitute a default by, or result in the termination, acceleration or loss of any benefit of, Parent or any of its Subsidiaries; (ix) any non-competition Contract or other Contract that (A) limits or purports to limit in any material respect the type of business in which Parent or its pre-Closing Affiliates Subsidiaries (or, after the Merger Effective Time; , Company or its Affiliates) may engage, or the manner or locations in which any of them may so engage in any business or (iiiB) prohibits or materially limits the right of Parent or any of its Subsidiaries to use, transfer, license, distribute or enforce any of their respective Parent Intellectual Property, other than limitations on enforcement arising from nonexclusive licenses of Parent Intellectual Property entered into in the ordinary course of business; (x) any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than (i) Contracts related to the purchase of raw materials or inventory in the ordinary course of business or (ii) Contracts relating to the hedging of utility expenses; (xi) any Contract pursuant to which the Company Parent or any of the Company its Subsidiaries is a party under which any third Person has granted to Parent or any of its Subsidiaries, or Parent or any of its Subsidiaries has entered into a partnership granted to any third Person, any license, covenant or joint venture with other rights to or under Intellectual Property (other than software license agreements for any other Person third-party off-the-shelf generally commercially available software for no fee or an aggregate license fee of less than $5,000,000 per year); (xii) any Contract that provides for the acquisition or disposition, directly or indirectly (including by merger, purchase of equity, business combination or otherwise) of any real or personal property for aggregate consideration under such Contract in excess of $5,000,000 that is pending (other than the Company acquisition or disposition of assets in the ordinary course of business) or pursuant to which Parent or its Subsidiaries have continuing “earn-out” or similar contingent obligations relating to purchase price adjustments; (xiii) any Contract relating to settlement of any administrative or judicial proceedings, in each case, individually in excess of $5,000,000 or which otherwise provides for equitable relief that imposes a material obligation or restrictions on Parent, under which there are outstanding obligations (including settlement agreements) of Parent or any of the Company its Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or ; (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (Axiv) any real property (including any Company Property Lessor Lease providing for annual payments to Parent or any portion thereof) or of its Subsidiaries in excess of $1,000,000 in aggregate annual base rent for calendar year 2018 and any Lessee Leases demising more than 10,000 square feet; and (Bxv) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractCollective Bargaining Agreement. (b) Each True and complete copies of all such Parent Material Contracts as described in Section 4.12(a)(i) (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC and are publicly available as of the date hereof or (ii) made available to the Company. (c) Except as would not have or result in a Parent Material Adverse Effect, (i) each Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on Parent (and/or each such Subsidiary of the Company or the Company Subsidiaries Parent party thereto) and, to the Knowledge of Parent, each other party thereto, (ii) each Parent Material Contract is in full force and effect (except for expiration thereof in the ordinary course in accordance with the terms thereof), enforceable against Parent or each such Subsidiary of Parent party thereto, as the case may be, in accordance with its terms, subject to the Bankruptcy Enforceability Limitations, and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company (iii) neither Parent nor any of the Company its Subsidiaries that is a party thereto, nor, to the knowledge Knowledge of the CompanyParent, any other party thereto, is in material breach of of, or in material default under under, any such Parent Material Contract, and and, to the Knowledge of Parent, no event has occurred that, that with the notice or lapse of time or the giving of notice or both, both would constitute such a breach or default thereunder by Parent or any of its Subsidiaries, or, to the Knowledge of Parent, any other party thereto, or permit termination, material modification or acceleration by any third party thereunder. As of the date hereof, neither Parent nor any of its Subsidiaries has received any written notice of termination or cancellation under any Parent Material Contract or received any written notice of breach of or any default under any Parent Material Contract which breach has not been cured, except for any termination, breach or default that would not have or result in a Parent Material Adverse Effect.

Material Contracts. (a) The Company has made available to Parent a true and complete copy None of each Contract to which the Company or Seller Entities, nor any of the Company Subsidiaries their respective Assets, businesses, or operations, is a party to, or is bound by or receives benefits under, any Contract (whether written or oral), (i) that is either material to any Seller Entity or that would be required to be filed as an exhibit to a Form 10-K filed by any Seller Entity with the SEC if the Seller Entity were required to file or voluntarily filed such Form 10-K, (ii) that is an employment, severance, termination, consulting, or retirement Contract, (iii) relating to the borrowing of money by any Seller Entity or the guarantee by any Seller Entity of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully secured repurchase agreements, advances and loans from the Federal Home Loan Bank, and trade payables, in each case in the Ordinary Course) in excess of $50,000, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements, (iv) which prohibits or restricts any Seller Entity (and/or, following consummation of the date of transactions contemplated by this Agreement, any Buyer Entity) from engaging in any business activities in any geographic area, line of business or otherwise in competition with any other Person, (v) relating to the purchase or sale of any goods or services by a Seller Entity (other than Contracts entered into in the Ordinary Course and involving payments under any individual Contract not in excess of $75,000 over its remaining term or involving Loans, borrowings or guarantees originated or purchased by any Seller Entity in the Ordinary Course), (vi) which obligates any Seller Entity to conduct business with any third party on an exclusive or preferential basis, or requires referrals of business or any Seller Entity to make available investment opportunities to any Person on a priority or exclusive basis, (vii) which limits the Companypayment of dividends by any Seller Entity, (viii) pursuant to which any Seller Entity has agreed with any third parties to become a member of, manage or control a joint venture, partnership, limited liability company or other similar entity, (ix) pursuant to which any Seller Entity has agreed with any third party to a change of control transaction such as an acquisition, divestiture or merger or contains a put, call or similar right involving the purchase or sale of any equity interests or Assets of any Person and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect, (x) which relates to Intellectual Property of Seller, (xi) between any Seller Entity, on the one hand, and (A) any officer or director of any Seller Entity, or (B) to the Knowledge of Seller, any (1) record or beneficial owner of five percent or more of the Company Subsidiaries voting securities of Seller, (2) Affiliate or family member of any such officer, director or record or beneficial owner or (3) any other Affiliate of Seller, on the other hand, except those of a type available to employees of Seller generally, (xii) that provides for payments to be made by any Seller Entity upon a change in control thereof, (xiii) that may not be canceled by Buyer, Seller or any of their respective properties or assets is bound as of the date of this Agreement, which Subsidiaries (iA) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; at their convenience (ii) contains covenants of the Company or any of the Company Subsidiaries not subject to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a wholeno more than 90 days’ prior written notice), or would bind Parent (B) without payment of a penalty or its pre-termination fee equal to or greater than $50,000 (assuming such Contract was terminated on the Closing Affiliates after the Effective Time; Date), (iiixiv) containing any standstill or similar agreement pursuant to which the Company Seller has agreed not to acquire Assets or equity interests of another Person, (xv) that provides for indemnification by any Seller Entity of the Company Subsidiaries has any Person, except for non-material Contracts entered into in the Ordinary Course, (xvi) with or to a partnership labor union or joint venture with guild (including any other Person collective bargaining agreement), (other than the Company or any of the Company Subsidiariesxvii) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sellgrants any “most favored nation” right, right of first refusal, right of first offer or similar right with respect to any material Assets, or rights of any Seller Entity, taken as a whole, (xviii) that would be terminable other right to purchasethan by a Seller Entity or under which a material payment obligation would arise or be accelerated, sellin each case as a result of the Merger or the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events), dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (Bxix) any other asset Contract or amendment thereto that is material to any Seller Entity or their respective business or Assets and not otherwise entered into in the Ordinary Course, (xx) any Seller Benefit Plans, pursuant to which any of the Company benefits thereunder will be increased, or the vesting of the benefits will be accelerated, by the occurrence of the execution or delivery of this Agreement, the obtainment of the Seller Shareholder Approval or the consummation of any Company Subsidiary with of the transactions contemplated by this Agreement, or the value of any of benefits under which will be calculated on the basis of any of the transactions contemplated by this Agreement, (xxi) that is a fair market value settlement, consent or purchase price greater similar Contract and contains any material continuing obligations of any Seller Entity, or (xxii) that is a consulting Contract or data processing, software programming or licensing Contract involving the payment of more than $25,00050,000 per annum (other than any such contracts which are terminable by any Seller Entity on 30 days or less notice without any required payment or other conditions, other than the condition of notice). Each instrument Contract of the type described in clauses (i) through (iv) of this Section 3.22(a) is 4.20(a), whether or not set forth in Seller’s Disclosure Memorandum, together with all Contracts referred to in Sections 4.13 and 4.19(a), are referred to herein as the “Seller Contracts.” (b) With respect to each Seller Contract: (i) the Seller Contract is legal, valid and binding on a “Material Seller Entity and is in full force and effect and is enforceable in accordance with its terms; (ii) no Seller Entity is in Default thereunder; (iii) no Seller Entity has repudiated or waived any material provision of any such Seller Contract.” Section 3.22(a; (iv) no other party to any such Seller Contract is, to the Knowledge of Seller, in Default or has repudiated or waived any material provision thereunder; and (v) there is not pending or, to the Company Disclosure Schedule sets forth a true and complete list Knowledge of each Material Seller, threatened cancellations of any Seller Contract. (bc) Each Material Seller has made available true, complete and correct copies of each Seller Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation in effect as of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their termsdate hereof. Neither the Company nor any All of the Company Subsidiaries nor, to the knowledge indebtedness of the Company, any other party Seller Entity for money borrowed is in material breach of prepayable at any time by such Seller Entity without penalty or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretopremium.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party Except for this Agreement, as of the date of this Agreement, or by which neither the Company, Company nor any of its Subsidiaries is a party to or bound by any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding (i) any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) that is a lease, easement or other instrument constituting the chain of title to the properties and assets onshore in the United States owned or held by the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreementits Subsidiaries and (ii) any Company Benefit Plan) (each, which a “Contract”) that: (i) is would be required to be filed by the Company as a “material contract” within the meaning of Item (as such term is defined in item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) contains covenants includes any contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of the Parent) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations would reasonably be expected to result in future payments by the Company or its Subsidiaries that exceed, individually or in the aggregate, $100 million; (iii) (A) limits in any material respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries, and would run in favor of any Person (other than the Company, a wholly-owned Subsidiary of the Company, Parent, or any wholly-owned Subsidiary of Parent); (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million (excluding any government-mandated or state-wide bonds or guarantees) or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million (excluding any government-mandated or state-wide bonds or guarantees); (v) grants (A) rights of first refusal, rights of first negotiation or similar rights, or (B) puts, calls or similar rights, to any person (other than the Company or a wholly-owned Subsidiary of the Company) with respect to any asset that is material to the Company; provided that, in each case of (A) and (B), with respect to any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) related to any properties or assets owned or held by the Company or any of its Subsidiaries, only to the extent that such rights would be triggered by the Transactions; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of the Company its Subsidiaries not to compete declare or engage pay dividends or make distributions in any line respect of business their capital stock, partner interests, membership interests or compete with any Person in any geographic areaother equity interests; (viii) is a partnership, limited liability company, joint venture or other similar agreement or arrangement, in each case, in a manner case that is material to the Company and Company, relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company Subsidiariesowns, taken as a wholedirectly or indirectly, any voting or would bind Parent economic interest of 15% or its premore and has invested or is contractually required to invest capital in excess of $100 million, other than with respect to any wholly-Closing Affiliates after owned Subsidiary of the Effective Time; Company; (iiiix) relates to the acquisition or disposition of any business or assets (other than the purchase and sale of Hydrocarbons and products in the ordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries has any liability in excess of $100 million in any transaction or series of related transactions; (x) is a material joint operating agreement (JOA) in each of the geographic regions set forth in Section 3.21(a)(x) of the Company Disclosure Schedules (provided that, for these purposes, “material” shall mean material to the Company and its Subsidiaries with respect to their operations in such geographic region); (xi) is a Contract required to be set forth on Section 3.21(a)(xi) of the Company Disclosure Schedules (such Contracts, the “Specified Contracts”); (xii) is a Contract providing for indemnification of any officer or director of (A) the Company or (B) any of its Significant Subsidiaries (excluding the MLP and its Subsidiaries); or (xiii) is any confidentiality agreement or standstill agreement the Company has entered into a partnership or joint venture with any other Person third party (other than or any agent thereof) that is in effect on the date of this Agreement containing any exclusivity or standstill provisions that are or will be binding on the Company, any of its Subsidiaries or, after the Effective Time, Parent or any of its Subsidiaries, including, after the Effective Time, the Company or any of the Company its Subsidiaries. (b) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type such Contract described in clauses (i) through (ivxii) of this Section 3.22(aand not (xiii) above is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or and its Subsidiaries as applicable and, to the Company Subsidiaries knowledge of the Company, each other party thereto, and is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to the Bankruptcy and Equity ExceptionCreditors’ Rights, except as would not, individually or in the aggregate, be reasonably likely to the extent they have previously expired or terminated in accordance with their terms. Neither a Company Material Adverse Effect, and neither the Company nor any of the Company Subsidiaries its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract is in material breach or violation of any provision of, or in material default under under, any Material Contract, and no event has occurred that, with the or without notice, lapse of time or the giving of notice or both, would constitute such a default thereunder by any party theretobreach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. A copy of each Material Contract has previously been made available to Parent.

Material Contracts. (a) The Company has made available to Parent a true and complete copy As of each Contract to which the date hereof, neither the Company or nor any of the Company its Subsidiaries is a party as of the date of this Agreement, to or bound by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Contract that (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC; ), (ii) would, after giving effect to the Merger, limit or restrict the Surviving Corporation or any of its Subsidiaries or any successor thereto, from engaging or competing in any line of business that it currently engages in or is a reasonable extension thereof (including with respect to Parent after the Effective Time) or in any geographic area or contains covenants exclusivity or non-solicitation provisions with respect to customers, (iii) limits or otherwise restricts the ability of the Company or any of the Company its Subsidiaries not to compete pay dividends or engage in any line of business or compete with any Person in any geographic areamake distributions to its stockholders, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase operation or sale, option to purchase or sell, right management of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of any operating assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or its Subsidiaries by any person other than the Company Subsidiary with a fair market value or purchase price greater than $25,000its Subsidiaries. Each instrument Contract of the type described in clauses (i) through (iv) of this Section 3.22(a) 3.25, whether or not set forth on Section 3.25 of the Company Disclosure Schedule and whether or not entered into on or prior to the date hereof, is referred to herein as a “Company Material Contract.” Section 3.22(a) of the ”. Each Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or its Subsidiary party thereto enforceable against the Company Subsidiaries or its Subsidiary party thereto in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, to the Company’s knowledge, each other party thereto, subject to the Bankruptcy and Equity Exceptionis in full force and effect, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any and each of the Company and each of its Subsidiaries norwhich is a party thereto has performed in all material respects all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the knowledge of the Company’s knowledge, any each other party is to each Company Material Contract has performed in all material breach of or in material default respects all obligations required to be performed by it under any such Company Material Contract, and no event except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries has occurred thatknowledge of, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.has received notice

Material Contracts. (ai) The Sellers have provided to Buyer true and correct copies of the following agreements (each a “Material Contract”) to which each of the Company and its Subsidiaries is a party: (A) any agreement for the purchase or sale of products or for the furnishing or receipt of services (1) which involves more than the sum of $10,000 or (2) in which each of the Company or its Subsidiaries has granted “most favored nation” pricing provisions or marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (B) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (C) any agreement under which each of the Company or its Subsidiaries has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) any Encumbrance on any of its assets, tangible or intangible (excluding indebtedness and Encumbrances being paid off, terminated or otherwise satisfied in connection with the Closing); (D) any agreement for the disposition of any significant portion of the assets or business of each of the Company or its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (E) any agreement concerning confidentiality or non-solicitation; (F) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement; (G) any agreement involving any current director, manager, officer, shareholder or member of each of the Company or its Subsidiaries; (H) any lease or agreement under which each of the Company or its Subsidiaries is the lessee of, or holds or operates, any personal property owned by any other party, for which the annual rental exceeds $15,000; (I) any agreement that prohibits each of the Company or its Subsidiaries from freely engaging in business anywhere in the world; (J) any distributor, sales representative, franchise or similar agreement to which each of the Company or its Subsidiaries is a party or by which each of the Company or its Subsidiaries is bound; and (K) any other agreement (or group of related agreements) either (A) involving more than $50,000 or (B) not entered into in the Ordinary Course of Business and involving more than $10,000. (ii) Each of the Company or its Subsidiaries has made available to Parent Buyer a true complete and complete accurate copy of each Material Contract (as amended to which date). With respect to each Material Contract, and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the Company or any enforcement of the Company Subsidiaries is a party as creditors’ rights and subject to general principles of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which equity: (i) the Material Contract is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants legal, valid, binding and enforceable and in full force and effect against each of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic areaits Subsidiaries, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, Knowledge of any Seller or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset each of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of its Subsidiaries, against each other party thereto; and (ii) the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power will continue to be legal, valid, binding and authority of, enforceable and due execution in full force and delivery by, the other party or parties thereto) a valid and binding obligation effect against each of the Company or its Subsidiaries and against each other party thereto immediately following the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated Closing in accordance with their termsthe terms thereof as in effect immediately prior to the Closing. Neither the Company nor any each of the Company or its Subsidiaries nor, to the knowledge Knowledge of any Seller or each of the CompanyCompany or its Subsidiaries, any other party party, is in material breach of or in material violation of, or default under under, any such Material Contract, and no event has occurred thatoccurred, with is pending or, to the lapse Knowledge of time any Seller or each of the Company or its Subsidiaries, is threatened, which, after the giving of notice notice, with lapse of time, or bothotherwise, would constitute a breach or default thereunder by each of the Company or its Subsidiaries or any other party theretounder such Material Contract. (iii) Each of the Company or its Subsidiaries is not party to any oral contract, agreement or other arrangement that, if reduced to written form, would be required to provide under the terms of Section 3(y).

Material Contracts. (a) The Company has made available to Section 5.16(a) of the Parent Disclosure Letter sets forth a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party list, as of the date of this Agreement, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of any asset described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Targeted Asset Classes” in Parent’s Annual Report on Form 10-K filed with the SEC on March 1, 2023 entered into by which Parent or its Subsidiaries in the Companyordinary course of business, and (B) repurchase and reverse repurchase contracts entered pursuant to Parent’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance Parent’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of Parent’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $500,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of Parent, any Subsidiary of Parent or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of Parent or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $500,000; (iv) each contract that involves or constitutes a material interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes; (v) each contract containing any non-compete, exclusivity or similar type of provision that materially restricts the ability of Parent or any of its Subsidiaries to compete in any line of business or with any Person or geographic area; (vi) each contract pursuant to which Parent or any Subsidiary of Parent may be obligated to issue or repurchase any Parent Capital Stock or any capital stock or other equity interests in any Subsidiary of Parent; (vii) each partnership, joint venture, limited liability company or strategic alliance agreement to which Parent or a Subsidiary of Parent is a party (other than any such agreement solely between or among Parent and its wholly owned Subsidiaries and/or wholly owned Subsidiaries of the Company Operating Partnership); and (viii) each contract between or among Parent or any Subsidiary of Parent, on the one hand, and Parent Manager or any officer, director or affiliate (other than a wholly owned Subsidiary of Parent or the Operating Partnership) of Parent or any of its Subsidiaries or any of their respective properties “associates” or assets is bound “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereofExchange Act) or (B) any of Parent Manager, on the other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contracthand. (b) Each Collectively, the contracts set forth in Section 5.16(a) are herein referred to as the “Parent Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is (assuming due power legal, valid, binding and authority ofenforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, and due execution and delivery byto the knowledge of Parent, the each other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the Bankruptcy and Equity Exceptionaggregate, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company a Parent Material Adverse Effect, neither Parent nor any of the Company its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of the CompanyParent, is any other party is to any such Parent Contract in breach or default thereunder. Complete and accurate copies of each Parent Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to the Company. Since January 1, 2022, neither Parent nor any of its Subsidiaries has received written notice of any material breach violation of or in material default under any Material Parent Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as As of the date of this Agreement, or by which neither the Company, Company nor any of the Company its Subsidiaries is a party to or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC; ) (other than any Company Benefit Plan); (ii) contains covenants any Contract with the 50 largest customers of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company its Subsidiaries, taken as a whole, based on budgeted receipts for the fiscal year ended December 31, 2018 (the “Major Customers”) that expressly imposes any material restriction on the right or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which ability of the Company or any of the Company its Subsidiaries has entered into a partnership or joint venture to compete with any other Person or solicit any client or customer and, in each case, that following the Closing will materially restrict the ability of Parent or its Subsidiaries (other than the Surviving Company and its Subsidiaries) to so compete or solicit; (iii) any Contract with a Major Customer that expressly obligates the Company or its Subsidiaries (or following the Closing, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants; (iv) any Company employment agreement with any current executive officer or any current member of the Company Board; (v) any Contract entered into on or after January 1, 2015 that is a settlement agreement or includes a settlement agreement entered into in connection with a Proceeding and that materially restricts the operation of the business of the Company or any of its Subsidiaries; (vi) any Contract relating to Indebtedness (other than intercompany Indebtedness owed by the Company Subsidiaries) that is material or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the business Company) of the Company and the Company Subsidiaries, taken as a whole or any of its Subsidiaries having an outstanding principal amount in excess of $1,000,000; (ivvii) provides for the pending purchase or sale, option to purchase or sell, any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (viii) any Contract with the twenty largest vendors of the Company and its Subsidiaries, taken as a whole, with respect to the fiscal year ended December 31, 2017 and any Contract with the twenty largest customers of the Company and its Subsidiaries, taken as a whole, based on budgeted receipts for the fiscal year ended December 31, 2018 (the “Top Customers”), in each case based on amounts paid to such vendor or received from such customer during such period; (ix) any Contract entered into on or after January 1, 2015 that provides for the acquisition or disposition of any assets (other right to purchase, sell, dispose than acquisitions or dispositions of sale in the ordinary course of business) or ground lease business (whether by merger, by purchase or sale of stock, sale of assets or stock, by lease or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $1,000,000; (Ax) any real property material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; and (including any Company Property or any portion thereof) or (Bxi) any Contract with an affiliate or other asset Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act. All contracts of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described types referred to in clauses (i) through (ivxi) of this Section 3.22(a) is above are referred to herein as a “Company Material ContractContracts.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.” (b) Each Neither the Company nor any Subsidiary of the Company is in material breach of or default in any respect under the terms of any Company Material Contract and, to the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is (assuming due power and authority ofin material breach of or default in any respect under the terms of any Company Material Contract, and due execution and delivery byno event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the other party Company’s knowledge, prior to the date hereof through the action or parties theretoinaction of any third party, that with notice or the lapse of time or both would constitute a material breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any material benefit under the terms of any Company Material Contract. To the knowledge of the Company, each Company Material Contract (i) is a valid and binding obligation of the Company or the Subsidiary of the Company Subsidiaries that is party thereto and of each other party thereto, and (ii) is in full force and effect, subject to the Bankruptcy and Equity ExceptionEnforceability Exceptions, in each case, except as would not be material to the extent they have previously expired or terminated in accordance Company and its Subsidiaries, taken as a whole. There are no disputes pending or, to the Company’s knowledge, threatened with their terms. Neither respect to any Company Material Contract, and neither the Company nor any of the Company its Subsidiaries nor, to the knowledge has received any written notice of the Company, intention of any other party is in material breach of to a Company Material Contract to terminate for default, convenience or in material default under otherwise, any Company Material Contract, in each case, except as would not be material to the Company and no event has occurred thatits Subsidiaries, with the lapse of time or the giving of notice or both, would constitute taken as a default thereunder by any party theretowhole.

Material Contracts. (a) The Company has made available to Except as set forth in Section 4.17 of Parent a true and complete copy Disclosure Schedule, as of each Contract to which the Company or date hereof, neither Parent nor any of the Company its Subsidiaries is a party as of the date of this Agreement, to or bound by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Contract that (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC; ), (ii) contains covenants of would, after giving effect to the Company Merger, limit or restrict the Surviving Corporation or any of the Company its Subsidiaries not to compete or engage any successor thereto, from engaging or competing in any line of business or compete with any Person in any geographic areaarea that it currently engages in or that contains exclusivity or non-solicitation provisions with respect to customers, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which limits or otherwise restricts the Company ability of Parent or any of the Company its Subsidiaries has entered into a partnership to pay dividends or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material make distributions to the business of the Company and the Company Subsidiaries, taken as a whole its stockholders or (iv) provides for the pending purchase operation or sale, option to purchase management of any operating assets of Parent or sell, right of first refusal, right of first offer its Subsidiaries by any person other than Parent or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000its Subsidiaries. Each instrument Contract of the type described in clauses (i) through (iv) of this Section 3.22(a) 4.17, whether or not set forth on Section 4.17 of the Parent Disclosure Schedule is referred to herein as a “Parent Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company Parent or the Company Subsidiaries its Subsidiary party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired thereto enforceable against Parent or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries norits Subsidiary party thereto and, to the knowledge of the CompanyParent, any each other party thereto, in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, is in full force and effect, and each of Parent and each of its Subsidiaries which is a party thereto has performed in all material breach respects all obligations required to be performed by it to the date hereof under each Parent Material Contract and, to the knowledge of or Parent, each other party to each Parent Material Contract has performed in all material default respects all obligations required to be performed by it under any such Parent Material Contract, and no event except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. None of Parent or any of its Subsidiaries has occurred thatknowledge of, or has received written notice of, any violation of or default under (or any condition which with the lapse passage of time or the giving of written notice would cause such a violation of or bothdefault under) any Parent Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would constitute not, individually or in the aggregate, reasonably be expected to have a default thereunder by any party theretoParent Material Adverse Effect or, after giving effect to the Merger, a Parent Material Adverse Effect.

Material Contracts. (ai) The Company has made available to Parent a true and complete copy Except for Contracts set forth in Section 3.1(k) of each Contract to which the Company or any of the Company Subsidiaries is a party its Disclosure Letter, as of the date of this Agreement, or by which the Company, neither it nor any of the Company Subsidiaries or its Subsidiaries, nor any of their respective properties assets, businesses or assets operations, is a party to, or is bound as or affected by, or receives benefits under, (A) any Contract relating to the borrowing of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated money by the SEC; (ii) contains covenants of the Company it or any of its Subsidiaries or the Company guarantee by it or any of its Subsidiaries not of any such obligation (other than Contracts pertaining to fully-secured repurchase agreements, trade payables and Contracts relating to borrowings, deposit-takings or guarantees made in the ordinary course of business consistent with past practice), (B) any Contract containing a non-compete or client or customer non-solicit requirement or any other provisions that limit the ability of it or any of its Subsidiaries to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a wholePerson, or would bind Parent that involve any restriction of the geographic area in which, or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company method by which, it or any of the Company its Subsidiaries has entered into a partnership or joint venture with any other Person may carry on its business (other than the Company as may be required by Law or any Governmental Authority) or which requires referrals of business or requires it or any of its Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (C) any Contract with respect to the Company employment of any directors, executive officers or employees, or with any consultants that are natural Persons involving the payment of U.S.$500,000 or more per annum, (D) any Contract which, upon the execution or delivery of this Agreement or consummation of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional acts or events) result in any payment (including severance payment) becoming due from it or any of its Subsidiaries, (E) any Contract that could reasonably be expected to prohibit, delay or materially impair the consummation of any of the Transactions, (F) any Contract (or group of Contracts with the same party (or its Affiliates) involving similar transactions) that is material to involves expenditures or receipts by it or any of its Subsidiaries in excess of U.S.$5,000,000 per year not entered into in the ordinary course of business of the Company and the Company Subsidiariesconsistent with past practice, taken as a whole or (ivG) provides for the pending purchase or saleany Contract with an Affiliate, option to purchase or sell, (H) any Contract that grants any right of first refusal, right of first offer or similar right with respect to the sale or other right transfer of any material assets, rights or properties of it or its Subsidiaries or (I) any Contract with any Governmental Authority (other than routine or customary Contracts with any self-regulatory body). With respect to purchaseeach of its Contracts required to be disclosed in its Disclosure Letter pursuant to this Section 3.1(k)(i): (w) each such Contract is in full force and effect; (x) neither it nor any of its Subsidiaries is in Default thereunder; (y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such Contract; and (z) no other party to any such Contract is, sellto its knowledge, dispose in Default thereunder in any material respect. (ii) All interest rate swaps, caps, floors, option agreements, futures and forward contracts, and other similar risk management arrangements, whether entered into for its own account or for the account of one or ground lease (by mergermore of its Subsidiaries or their respective customers, by purchase or sale of assets or stock, by lease or otherwise) of were entered into (A) any real property (including any Company Property or any portion thereof) or in accordance with prudent business practices and all applicable Laws and (B) any other asset with counterparties believed to be financially responsible, and each of them is enforceable against it or its Subsidiaries and, to its knowledge, the applicable counterparties thereto, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the Company equitable remedy of specific performance or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) injunctive relief is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy discretion of the court before which any proceeding may be brought), and Equity Exception, except to the extent they have previously expired or terminated is in accordance with their termsfull force and effect. Neither the Company it nor any of the Company Subsidiaries norits Subsidiaries, nor to the knowledge of the Companyits knowledge, any other party thereto, is in material breach Default of or in material default any of its obligations under any Material Contract, and no event has occurred that, with the lapse of time such agreement or the giving of notice or both, would constitute a default thereunder by any party theretoarrangement.

Material Contracts. (a) The Company has made available to Parent a true Other than this Agreement and complete copy of each Contract the Ancillary Documents, there are no Contracts to which the Company or any of the Company Subsidiaries SPAC is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective its properties or assets is bound as of the date of this Agreementmay be bound, subject or affected, which (i) creates or imposes a Liability greater than $50,000, (ii) may not be cancelled by SPAC on less than 60 days’ prior notice without payment of a material penalty or termination fee, (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC or any of its current or future Affiliates, any acquisition of material property by SPAC or any of its current or future Affiliates, or restricts in any material respect the ability of SPAC or any of its current or future Affiliates from engaging in any business or from competing with any other Person or (iv) is a “material contract” within the meaning of Item 601(b)(10) of (as such term is defined in Regulation S-K promulgated by of the SEC; Securities Act) (each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available to the Company other than those that are exhibits to the SEC Reports. (b) With respect to each SPAC Material Contract: (i) the SPAC Material Contract was entered into at arms’-length and in the ordinary course of business, (ii) contains covenants the SPAC Material Contract is valid, binding and enforceable in all material respects against SPAC and, to the Knowledge of SPAC, the Company or any of the Company Subsidiaries not to compete or engage other parties thereto, and is in any line of business or compete with any Person in any geographic areafull force and effect (except, in each case, in a manner that is material to as such enforcement may be limited by the Company and the Company SubsidiariesEnforceability Exceptions), taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company SPAC is not in breach or default in any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contractrespect, and no event has occurred that, that with the lapse passage of time or the giving of notice or both, both would constitute such a breach or default thereunder in any material respect by SPAC, or permit termination or acceleration by the other party, under such SPAC Material Contract, and (iv) to the Knowledge of SPAC, no other party to any party theretoSPAC Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such other party, or permit termination or acceleration by SPAC under any SPAC Material Contract.

Material Contracts. (a) The Company has made available Except for the Transaction Agreements, the Development and License Agreement, the Patent Cooperation Agreement, the Stock Purchase Agreement, the Manufacturing and Supply Agreement and the Co-Existence Agreement, and the Contracts disclosed in Schedule 3.08, with respect to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries Development Program, Aradigm is not a party as of the date of this Agreement, to or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a “material contract” within the meaning any lease (whether of Item 601(b)(10) of Regulation S-K promulgated by the SEC; real or personal property); (ii) contains covenants any agreement for the sale or purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Aradigm of $10,000 or more or (B) aggregate payments by Aradigm of $50,000 or more; (iii) any partnership, joint venture or other similar agreement or arrangement; (iv) any agreement relating to the Company acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or the Company Subsidiaries not deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vi) any option, license, franchise or similar agreement; (vii) any agency, dealer, sales representative, marketing or other similar agreement; (viii) any agreement that limits the freedom of Aradigm to compete or engage in any line of business or compete business, with any Person or in any geographic areaarea within the Field (as defined in the Development and License Agreement) or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Transferred Asset or which would so limit the freedom of Novo Nordisk Delivery Technologies, Inc. after the Closing Date; (ix) any agreement with or for the benefit of any Affiliate of Aradigm; or (x) any other agreement, commitment, arrangement or plan not made in each case, in a manner the ordinary course of business that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractDevelopment Program. (b) Each Material Contract disclosed in any Schedule or required to be disclosed pursuant to this Section is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation agreement of the Company or the Company Subsidiaries party theretoAradigm and is in full force and effect, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries neither Aradigm nor, to the knowledge of the CompanyAradigm, any other party thereto is in default or breach in any material breach respect under the terms of or in material default under any Material such Contract, and and, to the knowledge of Aradigm, no event or circumstance has occurred that, with the notice or lapse of time or the giving of notice or both, would constitute a any event of default thereunder by any party theretothereunder. True and complete copies of each such Contract that is listed in Part II of Annex 1 to Exhibit A to the Asset Purchase Agreement have been delivered to Novo Nordisk.

Material Contracts. (a) The Company has made available to Parent a true and complete copy Section 3.16(a) of the Seller Disclosure Letter lists each Contract to which in the Company or any of the Company Subsidiaries following categories that is a party in force as of the date hereof and which either constitutes a Transferred Contract or is a Contract to which Seller or any of this Agreement, its Affiliates (including any Acquired Company) is a party or by which any of their assets are bound and, in the case of Seller and any of its Affiliates other than the Acquired Companies, that relates to the FSS Business (in each case, other than Covered Insurance Policies) (such Contracts “Material Contracts”): (i) any Contract involving aggregate payments by Seller or its Affiliates with respect to the FSS Business to any Person (other than an Insurance Producer) in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020, or the delivery by Seller or its Affiliates with respect to the FSS Business of goods or services with a fair market value in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020; (ii) any Intercompany Agreement involving aggregate payments by Seller or its Affiliates (other than any Acquired Company) on the one hand, or any Acquired Company, on the other hand, in excess of $[Redacted] during the consecutive twelve (12)-month period ended December 31, 2020; (iii) any Contract that is a mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit or the direct or indirect guarantee of any obligation for borrowed money of any Person or any other Liability in respect of indebtedness for borrowed money of any Person, in each case, involving Liabilities with respect to any Acquired Company or the FSS Business in excess of $[Redacted]; (iv) any Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement in respect of the business of any Acquired Company Subsidiaries or the FSS Business; (v) any Contract that limits, or purports to limit, the ability of Seller or its applicable Affiliates (or, after consummation of the transactions contemplated hereby, Buyer or any of their respective properties its Affiliates) to engage in any business with any Person or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person or in any geographic areaarea or during any period of time, to solicit customers in a way that would reasonably be expected to be material to any Acquired Company or the FSS Business or to manufacture, market, sell or administer any product, in each case, in a manner except for Contracts that is material limit the ability of an Acquired Company to solicit the Company and the Company Subsidiaries, taken as a wholeemployment of, or would bind Parent hire individuals employed by, other Persons; (vi) any Contract that obligates Seller or its preAffiliates to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party; (vii) any Contract creating or granting any Encumbrance (other than Permitted Encumbrances) on any assets, properties or rights of an Acquired Company or on a Purchased Asset; (viii) any Contract that provides for the license to a Third Party of any material Business IP, or for the license to Seller or one of its Affiliates (primarily for the benefit of the FSS Business) of any material Intellectual Property (other than “shrink wrap” or “click through” licenses or licenses of generally-Closing Affiliates after available “off the Effective Time; (iiishelf” computer software or databases) pursuant to under which the Company Seller or any of the Company Subsidiaries has entered into a partnership or joint venture its Affiliates made payments with any other Person (other than the Company or any of the Company Subsidiaries) that is material respect to the business FSS Business in an amount in excess of $[Redacted] during the Company and the Company Subsidiariesconsecutive twelve (12)-month period ended December 31, taken as a whole or 2020; (ivix) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of any Contract under which (A) any real property (including Person has directly or indirectly guaranteed any Company Property Liabilities or any portion thereof) or (B) any other asset obligations of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.Acquired Companies or

Material Contracts. (a) The Company has made available to Parent a true and complete copy Except for this Agreement, as of each Contract to which the date hereof, none of the Company or any of the Company Subsidiaries is a party as of the date to or bound by (for purposes of this Agreement, or by which the Company, any each of the following Contracts shall be deemed to constitute a “Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Material Contract”): (i) is any Contract that would be required to be filed by the Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; SEC or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (ii) contains covenants any Contract containing any covenant, commitment or other obligation (A) limiting in any material respect the right of the Company or any of the Company Subsidiaries not Subsidiary to compete or engage in any line of business business, to make use of any material Company Intellectual Property owned by any Acquired Company or to compete with any other Person in any geographic arealocation or line of business, in each case, in a manner (B) granting any exclusive rights with respect to any Company Intellectual Property that is material to the Company and the Company Subsidiaries, taken as a whole, (C) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by an Acquired Company or would bind Parent (D) restricting or its pre-Closing Affiliates after otherwise limiting the Effective Time; freedom or right of an Acquired Company to sell, distribute or manufacture any products or service or any technology or other assets to or for any other Person. (iii) any Contract with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), and, to the Knowledge of the Company, any holder of 5% or more of Company Common Stock or any of their Affiliates (other than the Company) or immediate family members (other than offer letters for employment that can be terminated at will, without severance obligations, and Contracts pursuant to Company Equity Awards), including any Contract with a related person (as defined in Item 404 of Regulation S-K of the Securities Act) that would, in each case, be required to be disclosed in the Company SEC Reports but has not been disclosed; (iv) any IP Contract; (v) any Contract for the acquisition, disposition, or sale of properties or assets (by merger, purchase or sale of stock or assets or otherwise) other than in the ordinary course of business consistent with past practices; (vi) any Contract relating to Indebtedness of any Acquired Company, whether incurred, assumed, guaranteed or secured by any asset, with principal amount in excess of $250,000; (vii) any Contract under which the Company or any of the Company Subsidiaries has entered into a partnership Subsidiary has, directly or joint venture with indirectly, made any loan, capital contribution to, or any other investment in, any Person (other than the Company or any Company Subsidiary, and other than investments in marketable securities or advances to Company Employees in the ordinary course of business consistent with past practices); (viii) any Contract that is a settlement, conciliation or similar agreement with or before any Governmental Body and pursuant to which any Acquired Company will be required after the date of this Agreement to pay consideration in excess of $250,000 or require any Acquired Company to conduct its business in accordance with any material obligations or limitations from and after the execution of such Contract; (ix) any Contract that prohibits the payment of dividends or distributions in respect of the capital stock of any Acquired Company, prohibits the pledging of the capital stock or other equity interests of any Acquired Company or prohibits the issuance of any guaranty by any Acquired Company; (x) any Contract (other than a material Company Employment Agreement listed on Section 3.10(a) of the Company SubsidiariesDisclosure Letter) that requires the Company or any successor or acquirer of the Company to make any payment to another Person, as a result of a change of control of the Company, including any milestone or earnout payments, or gives another Person the right to receive or elect to receive any payment as a result of a change of control of the Company; (xi) any Contract for the lease or sublease of any real property; (xii) any Contract under which an Acquired Company may receive or is material required to make any earn-out payments in the form of future milestones or royalty payments; (xiii) any Contract, other than an IP Contract, that includes any royalty, license fee or other payment obligations of any Acquired Company with respect to the use of the Company Intellectual Property or the exploitation of the Company Products in connection with the business of the Acquired Companies currently conducted; (xiv) any Contract, other than an IP Contract, pursuant to which any Person has acquired or obtained, or has the right to acquire or obtain, any license, sublicense, right to use, covenant not to ▇▇▇ or not to assert, ownership or comparable rights to any of the Company Intellectual Property; (xv) any Company Employee Agreement pursuant (A) to which the applicable Company Employee receives annual cash compensation of $250,000 or more and/or (B) with a Company Employee that resides outside of the United States or that principally provides services outside of the United States; (xvi) any Contract pursuant to which the Company or any Company Subsidiary has assumed, or agreed to discharge or otherwise take responsibility for, any existing or potential liability of another Person for infringement, misappropriation or violation of any Intellectual Property Rights; (xvii) any Contract with (A) Clal or any of its Affiliates, or (B) Teva Pharmaceutical Industries Ltd. or any of its Affiliates; (xviii) any Contract under which any Acquired Company has agreed to indemnify any Person against any infringement, violation or misappropriation of the Intellectual Property Rights of a third Person other than clinical trial and materials transfer agreements entered into in the ordinary course of the Company’s business; (xix) any Contract pursuant to which the Company or any Company Subsidiary made payments in excess of $350,000 in the aggregate in fiscal year 2014 or is required to make payments in excess of $350,000 in the aggregate in any fiscal year thereafter; and (xx) any Contract pursuant to which the Company or any Company Subsidiary received payments in excess of $200,000 in the aggregate in fiscal year 2014 or is entitled to receive payments in excess of $200,000 in the aggregate in any fiscal year thereafter. (b) Each of the Company Material Contracts is valid and binding on the Company and each Company Subsidiary party thereto and, to the Knowledge of the Company, each other party thereto and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that would not, individually or in the aggregate, have had or reasonably be expected to have a material and adverse effect on the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose whole. There is no material breach of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including default under any Company Property or any portion thereof) or (B) any other asset of Material Contract by the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, that with the lapse of time or the giving of notice or both, both would constitute a material breach of or default thereunder by the Company or any Company Subsidiary. To the Knowledge of the Company, each Company Material Contract is enforceable by the Acquired Company party theretothereto in accordance with its terms, subject to bankruptcy, insolvency or similar Laws affecting the enforcement of creditors rights generally and equitable principles of general applicability. Since January 1, 2012, the Company has not received any written notice regarding any violation or breach or default under any Company Material Contract that has not since been cured, except for violations or breaches that are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect. The Company has not waived in writing any rights under any Company Material Contract, the waiver of which would have, either individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (a) The Company has made available Except for this Agreement or as filed or publicly furnished with the SEC or with the Canadian Securities Authorities prior to the date hereof, none of Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries Parent Subsidiary is a party to or is bound by, as of the date of this Agreement, or by which the Companyhereof, any of the Company Subsidiaries written contract or any of their respective properties or assets is bound as of the date of this Agreement, other agreement which (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; Securities Act) to a Parent Entity (each contract that is described in this Section 6.09(a) being a “Parent Material Contract”). (b) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Parent Material Adverse Effect, (i) each Parent Material Contract is valid and binding on Parent (and/or each such Parent Subsidiary party thereto) and, to the Knowledge of Parent, each other party thereto, (ii) contains covenants of each Parent Material Contract is in full force and effect (except for expiration thereof in the Company ordinary course in accordance with the terms thereof), enforceable against Parent or any of each such Parent Subsidiary party thereto, as the Company Subsidiaries not to compete or engage case may be, in any line of business or compete accordance with any Person in any geographic areaits terms, except, in each case, in a manner that is material to the Company as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; by general principles of equity and (iii) pursuant neither Parent nor any of the Parent Subsidiaries that is a party thereto, nor, to which the Company Knowledge of Parent, any other party thereto, is in breach of, or default under, any such Parent Material Contract, and, to the Knowledge of Parent, no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by Parent or any of the Company Subsidiaries has entered into a partnership or joint venture with Parent Subsidiaries, or, to the Knowledge of Parent, any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to or permit termination, material modification or acceleration by any third party thereunder. As of the Bankruptcy and Equity Exceptiondate hereof, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company neither Parent nor any of the Company Parent Subsidiaries nor, to the knowledge has received any written notice of the Company, termination or cancelation under any other party is in material Parent Material Contract or received any written notice of breach of or in material any default under any Parent Material ContractContract which breach has not been cured except for any termination, and no event has occurred breach or default that, with individually or in the lapse of time or the giving of notice or bothaggregate, has not had and would constitute not reasonably be expected to have a default thereunder by any party theretoParent Material Adverse Effect.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which Except as set forth in the Company or any of the Company Subsidiaries is a party BDC Disclosure Schedule, as of the date of this Agreement, or by which the Company, neither BDC nor any of the Company Subsidiaries or its Subsidiaries, nor any of their respective properties assets, businesses, or assets operations, is a party to, or is bound or affected by, or receives benefits under, (i) any contract relating to the borrowing of money by BDC or any of its Subsidiaries or the guarantee by BDC or any of its Subsidiaries of any such obligation (other than contracts pertaining to fully-secured repurchase agreements, and trade payables, and contracts relating to borrowings or guarantees made in the ordinary course of business), (ii) any contract containing covenants that limit the ability of BDC or any of its Subsidiaries to compete in any line of business or with any Person, or to hire or engage the services of any Person, or that involve any restriction of the geographic area in which, or method by which, BDC or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) (as each are hereinafter defined), or any contract that requires it or any of its Subsidiaries to deal exclusively or on a “sole source” basis with another party to such contract with respect to the subject matter of such contract, (iii) any contract for, with respect to, or that contemplates, a possible merger, consolidation, reorganization, recapitalization or other business combination, or asset sale or sale of equity securities not in the ordinary course of business consistent with past practice, with respect to BDC or any of its Subsidiaries, (iv) any lease of real or personal property providing for annual lease payments by or to BDC or its Subsidiaries in excess of $25,000 per annum other than financing leases entered into in the ordinary course of business in which BDC or any of its Subsidiaries is the lessor, or (v) any contract that involves expenditures or receipts of BDC or any of its Subsidiaries in excess of $25,000 per year not entered into in the ordinary course of business consistent with past practice. The contracts of the type described in the preceding sentence, whether or not in effect as of the date of this Agreement, which (i) is a shall be deemed “material contractMaterial Contracts” within the meaning hereunder. With respect to each of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner BDC’s Material Contracts that is material to disclosed in the Company and the Company Subsidiaries, taken as a wholeBDC Disclosure Schedule, or would bind Parent or its pre-Closing Affiliates after be required to be so disclosed if in effect on the Effective Time; (iii) pursuant to which the Company or any date of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of this Agreement: (A) any real property (including any Company Property or any portion thereof) or each such Material Contract is in full force and effect; (B) neither BDC nor any other asset of the Company or any Company Subsidiary its Subsidiaries is in material default thereunder with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred respect to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract, as such term or concept is defined in each such Material Contract; (C) neither BDC nor any of its Subsidiaries has repudiated or waived any material provision of any such Material Contract; and (D) no other party to any such Material Contract is, to BDC’s knowledge, in material default in any material respect. True copies of all Material Contracts, including all amendments and supplements thereto, are attached to the BDC Disclosure Schedule. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company BDC nor any of its Subsidiaries have entered into any interest rate swaps, caps, floors, option agreements, futures and forward contracts, or other similar risk management arrangements, whether entered into for BDC’s own account or for the Company account of one or more of its Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretotheir respective customers.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which Except for this Agreement, the Company or any Benefit Plans, the Company Real Property Leases and as set forth on Section 3.18(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by, as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which : (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation Sany joint venture, co-K promulgated by the SEC; (ii) contains covenants of the Company development, partnership, limited liability or any of the Company Subsidiaries not to compete other similar agreement or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material arrangement relating to the Company and the Company Subsidiariesformation, taken as a wholecreation, operation, management or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or control of any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) partnership that is material to the business of the Company and its Subsidiaries, taken as a whole; (ii) any Contract imposing any material restriction on the right or ability of the Company Subsidiariesor any of its Subsidiaries to compete with any other Person or operate in a geographical area that would be binding on Parent or any of its Subsidiaries after the Closing; (iii) any Contract that is an indenture, credit or loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or securing Indebtedness for borrowed money, deferred payment or the imposition of any Lien other than Permitted Liens (in each case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5,000,000 (each, a “Company Indebtedness Contract”); (iv) any Contract pursuant to which the Company or any of its Subsidiaries (A) is granted rights in any third-party Intellectual Property (excluding any commercially available, unmodified off-the-shelf software licensed for annual aggregate license fees of less than $250,000) or (B) has granted to any Person any licenses or rights under any Company Intellectual Property owned by the Company or any of its Subsidiaries (excluding nonexclusive license grants in the ordinary course of business consistent with past practice); (v) any settlement, conciliation or similar agreement (x) with any Person that would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole or (ivy) provides for which would require the pending purchase Company or saleany of its Subsidiaries to pay consideration of more than $500,000 after the date of this Agreement; (vi) any Contract that contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person that would be binding on Parent or any of its Subsidiaries after the Closing; (vii) any Contract that (A) relates to the acquisition or disposition, option to purchase directly or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease indirectly (by mergermerger or otherwise), by purchase or sale of assets or stock, by lease capital stock or otherwise) other equity interests of (A) any real property (including any Person other than the Company Property or any portion thereof) of its Subsidiaries for aggregate consideration in excess of $3,000,000 or pursuant to which the Company or any of its Subsidiaries has continuing material “earn out” or other similar material contingent payment obligations outstanding; or (B) gives any Person the right to acquire any assets of the Company or its Subsidiaries (or any interests therein) after the date hereof with a total consideration of more than $3,000,000; (viii) any Contract that provides for aggregate payments by or to the Company and/or its Subsidiaries in excess of $7,500,000 in any 12-month period, other asset than any such Contracts that may be cancelled, terminated or withdrawn upon notice of ninety (90) days or less without material liability or continuing obligation on the part of the Company or any of its Subsidiaries; (ix) any Contract that obligates the Company Subsidiary or its Subsidiaries to conduct business on an exclusive basis with any Person or that contains “most favored nation” or similar covenants, in each case other than any such Contracts that may be cancelled, terminated or withdrawn upon notice of ninety (90) days or less without material liability or continuing obligation on the part of the Company or any of its Subsidiaries; (x) any Contract containing continuing indemnification rights or obligations (other than those indemnification obligations that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole); or (xi) any Contract with a fair market value or purchase price greater than $25,000Governmental Entity that is material to the Company and its Subsidiaries taken as a whole. Each instrument All of the type described Contracts of the types referred to in clauses (i) through (iv) of this Section 3.22(a3.18(a) is are referred to herein as a “Company Material ContractContracts.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.” (b) Each Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to be material to the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, no other party to any Company Material Contract is (assuming due power in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to be material to the Company and authority of, and due execution and delivery by, the other party or parties thereto) its Subsidiaries taken as a whole. Each Company Material Contract is a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any Subsidiary of the Company Subsidiaries norwhich is party thereto and, to the knowledge of the Company, any of each other party thereto, and is in material breach full force and effect and enforceable against the Company or the Subsidiary of the Company which is party thereto in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or in material default under any Material Contractrelating to creditors’ rights generally, and no event (ii) is subject to the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. As of the date of this Agreement, the Company has occurred that, with the lapse provided to Parent true and complete copies of time or the giving of notice or both, would constitute a default thereunder by any party theretoall Company Material Contracts.

Material Contracts. (a) The Except for this Agreement, Section 4.17 of the Company has made available to Parent Disclosure Letter contains a true complete and complete copy correct list, as of the date hereof, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any of the Company Subsidiaries Subsidiary is a party as of the date of this Agreement, or by to which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound subject, in each case as of the date hereof other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) (other than this Agreement), which whether or not set forth on Section 4.17 of the Company Disclosure Letter, being referred to herein as the “Material Contract”): (i) is a “each Contract that limits in any material contract” within respect the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Company Subsidiaries not Acceptance Time) to compete or engage in any line of business or compete geographic region or with any Person in Person, or sell, supply or distribute any geographic areaproduct or service or that otherwise has the effect of restricting the Company, the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) from the development, marketing or distribution of products and services, in each case, in any geographic area; (ii) each Contract that limits the freedom of the Company or any Company Subsidiary to negotiate or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions; (iii) any material partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar material Contract; (iv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,000; (v) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase Company Products) after the date hereof with consideration of more than $1,000,000; (vi) Contracts of the type described in clauses (i) and (ii) of Section 4.14(h); (vii) other than in the ordinary course of business consistent with past practice, any Contract to provide Source Code for any Company Product to any third Person, including any Contract to put such Source Code in escrow with a manner third Person on behalf of a licensee or contracting party; (viii) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time); (ix) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $5,000,000 in the twelve (12) month period following the date hereof; (x) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (xi) each Contract that is a Material Customer Agreement, a Material Supplier Agreement or a Material Reseller Agreement; (xii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Acceptance Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or material assets; (xiii) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that are binding on the Company or its affiliates (including Parent and its affiliates after the Acceptance Time); (xiv) each non-ordinary course Contract that contains any material indemnification obligations by the Company or any Company Subsidiary; (xv) each Company Government Contract pursuant to which the Company receives annual revenue in excess of $1,000,000; (xvi) each Company Lease; (xvii) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $500,000 or relating to any Liens on the assets of the Company or any Company Subsidiary; (xviii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $500,000 or with a notional value in excess of $500,000; (xix) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner, associate or immediate family member; and (xx) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations. (c) True and complete copies of each Company Government Contract Bid that, if accepted, would be a Material Contract of the type specified in Section 4.17(a)(xv) (a “Material Government Bid”) have been made available to Parent prior to the date hereof. (d) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, (i) each Company Government Contract is binding on the Company or would bind Parent the Company Subsidiary party thereto and is in full force and effect, subject to the Enforceability Limitations, (ii) no Company Government Contract or its pre-Closing Affiliates after offer, quotation, bid or proposal to sell products or services made by the Effective Time; Company or any Company Subsidiary to any Governmental Entity or any prime contractor (iiia “Government Contract Bid”) pursuant to which is the subject of bid or award protest proceedings resulting from the conduct of the Company or any of its Subsidiaries, and (iii) neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Government Contract. The Company and the Company Subsidiaries are in compliance, and have been in compliance since January 1, 2016, in all material respects with the terms and conditions of each Company Government Contract and Government Contract Bid, including all clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein. Except as has entered into a partnership not been, and would not reasonably be expected to be, individually or joint venture with any other Person (other than in the Company or any of the Company Subsidiaries) that is aggregate, material to the business of the Company and the Company Subsidiaries, taken as a whole whole, since January 1, 2016, neither any Governmental Entity nor any prime contractor or subcontractor has notified the Company or any Company Subsidiary in writing that the Company or any Company Subsidiary has, or is alleged to have, breached or violated in any material respect any Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Company Government Contract or Government Contract Bid. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, no costs incurred by the Company or any Company Subsidiary pertaining to any Company Government Contract have been proposed for disallowance or deemed finally disallowed in writing by a Governmental Entity, and no material payment due to the Company or any Company Subsidiary pertaining to any Company Government Contract has been withheld or set off, nor has any claim been made to withhold or set off any such payment. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2016, (i) none of the Company, any Company Subsidiary or any of their respective Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the Company’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, (ii) none of the Company or any Company Subsidiary has received any request to show cause (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iii) none of the Company or any Company Subsidiary, to the Company’s Knowledge, is the subject of a finding of non-compliance, nonresponsibility or ineligibility for government contracting, (iv) provides for none of the pending purchase Company or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property Subsidiary is for any reason listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of their respective directors, officers, employees or Principals (as defined in Federal Acquisition Regulation 52.209-5), nor to the Company’s Knowledge, any consultants or agents of the Company or any portion thereofCompany Subsidiary, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Company Government Contract, the subject of any actual or, to the Company’s Knowledge, threatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or (B) any other asset investigation of the Company or any Company Subsidiary with a fair market value respect to any Company Government Contract, including any alleged material irregularity, misstatement or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority ofomission arising thereunder or relating thereto, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy Company’s Knowledge, there is no basis for any such investigation, indictment, lawsuit or audit and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither (vi) neither the Company nor any Company Subsidiary has made any voluntary disclosure (A) to any Governmental Entity with respect to any alleged material irregularity, misstatement, omission, fraud or price mischarging, or other violation of Law, arising under or relating to a Company Government Contract or (B) under the Company Subsidiaries norFederal Acquisition Regulation mandatory disclosure or payment provisions to any Governmental Entity and, to the knowledge of the Company’s Knowledge, any other party is in material breach of or in material default under any Material Contract, and there are no event has occurred that, with the lapse of time or the giving of notice or both, facts that would constitute a default thereunder by any party theretorequire mandatory disclosure thereunder.

Material Contracts. (a) The Except as set forth in the exhibit index for the Company’s Annual Report on Form 10-K for the year ended September 30, 2005 or as permitted pursuant to Section 6.1, neither the Company has made available nor any of its Subsidiaries is a party to Parent a true and complete copy or bound by (i) any agreement relating to the incurring of each Contract to which Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $2,000,000 in the Company Subsidiaries is a party as aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the date issuer thereof as currently conducted (collectively, “Instruments of this AgreementIndebtedness”), or by which the Company, (ii) any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated of the SEC), (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any material respect (A) the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries, (iv) any agreement providing for the indemnification, in excess of $1,000,000, by the SEC; (ii) contains covenants Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries, (v) any joint venture or partnership agreement, (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries not to compete own, operate, sell, transfer, pledge or engage otherwise dispose of any material assets or business, (vii) any contract or agreement providing for any payments in any line excess of business or compete with any Person in any geographic area$1,000,000 that are conditioned, in each casewhole or in part, in on a manner that is change of control of the Company or any of its Subsidiaries, (viii) any collective bargaining agreement, (ix) any agreement material to the Company and the Company its Subsidiaries, taken as a whole, pertaining to the use of or would bind Parent granting any right to use or its pre-Closing Affiliates after the Effective Time; practice any rights under any Intellectual Property, (iiix) any agreements pursuant to which the Company or any of its Subsidiaries leases any material real property or leases any material real property to third parties, (xi) any contract or agreement material to the Company Subsidiaries has entered into and its Subsidiaries, taken as a partnership whole, providing for the outsourcing or joint venture with any other Person (other than provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries, (xii) any contract or other agreement to which Apogent Technologies Inc. (“Former Company Parent”) or any of its present or former Subsidiaries is a party or otherwise bound, and (xiii) any other contract or other agreement not made in the Company Subsidiariesordinary course of business consistent with past practice that (A) that is material to the business of the Company and the Company Subsidiaries, its Subsidiaries taken as a whole or (ivB) provides for would reasonably be expected to materially delay or prevent the pending purchase or sale, option to purchase or sell, right consummation of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property the Merger or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of transactions contemplated by this Agreement (the type described agreements, contracts and obligations listed in clauses (i) through (ivxiii) of this Section 3.22(a) is being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “Material Contract.most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 3.22(a4.9(a) of the Company Disclosure Schedule sets forth a true and complete list as of each the date hereof all of the Company Material ContractContracts. (b) Each Company Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on the Company (or, to the extent a Subsidiary of the Company or the Company Subsidiaries party theretois a party, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries norsuch Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in material full force and effect. Neither the Company nor any of its Subsidiaries is in breach of or in material default under any Company Material Contract, and no event has occurred that, Contract or is aware of any condition that with the lapse passage of time or the giving of notice or bothboth would result in such a breach or default, except in each case where any such breaches or defaults would constitute not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default thereunder under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party theretothereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. For purposes of this Agreement, “Indebtedness” of a Person shall mean (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes and similar instruments, (iii) all leases of such Person capitalized in accordance with GAAP, and (iv) all obligations of such Person under sale-and-lease back transactions, agreements to repurchase securities sold and other similar financing transactions.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except as set forth in Section 3.20 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries is a party as of the date of this Agreement, to or bound by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Contract that (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC; ), (ii) would, after giving effect to the Merger, materially limit or restrict the Surviving Corporation or any of its Subsidiaries or any successor thereto, from engaging or competing in any line of business or in any geographic area that it currently engages in or that contains covenants exclusivity or non-solicitation provisions with respect to customers, (iii) limits or otherwise restricts the ability of the Company or any of the Company its Subsidiaries not to compete pay dividends or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material make distributions to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole shareholders or (iv) provides for the pending purchase operation or sale, option to purchase or sell, right management of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of any material operating assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or its Subsidiaries by any person other than the Company Subsidiary with a fair market value or purchase price greater than $25,000its Subsidiaries. Each instrument Contract of the type described in clauses (i) through (iv) of this Section 3.22(a) 3.20, whether or not set forth on Section 3.20 of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” Section 3.22(a) of the Each Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or its Subsidiary party thereto enforceable against the Company Subsidiaries or its Subsidiary party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries northereto and, to the knowledge of the Company, any each other party thereto, in accordance with its terms (except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought) and, is in full force and effect, and each of the Company and each of its Subsidiaries which is a party thereto has performed in all material breach respects all obligations required to be performed by it to the date hereof under each Company Material Contract and, to the knowledge of or the Company, each other party to each Company Material Contract has performed in all material default respects all obligations required to be performed by it under any such Company Material Contract, and no event except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries has occurred thatknowledge of, or has received written notice of, any violation of or default under (or any condition which with the lapse passage of time or the giving of written notice would cause such a violation of or bothdefault under) any Company Material Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would constitute not, individually or in the aggregate, reasonably be expected to have a default thereunder by Company Material Adverse Effect or, after giving effect to the Merger, a Parent Material Adverse Effect. “Contract” or “contract” means any party theretowritten agreement, undertaking, contract, commitment, lease, license, permit, franchise, concession, deed of trust, contract, note, bond, mortgage, indenture, arrangement or other instrument or obligation.

Material Contracts. (a) The Company has made available to Parent For purposes of this Agreement, a true and complete copy “Material Contract” means any Contract (or group of each Contract related Contracts) to which the Company or any of the Company its Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which are bound: (i) that is filed or required to be filed by the Company as a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; under Applicable Securities Laws in Canada; (ii) contains covenants that (A) purports to limit or otherwise restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any business or geographic or therapeutic area (or that, following the Arrangement, would by its terms apply such limits or other restrictions to the Parent or its Subsidiaries), (B) grants any exclusive rights, (C) contains a “most favored nation” or similar provision, (D) includes any “take or pay” or “requirements” obligation, (E) otherwise purports to prohibit or limit the right of the Company or any of its Subsidiaries to develop, license, sell or distribute any products or services or (F) that purports to limit or otherwise restrict the ability of the Company or its Subsidiaries to solicit for hire or to hire any person; (iii) (A) containing any standstill, or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to compete acquire assets or engage securities of another person, (B) containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, or otherwise acquire or transfer, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than $100,000 or (C) relating to the acquisition or disposition of any business or any material assets other than in the ordinary course of business (whether by merger, sale of shares or assets or otherwise); (iv) that would prevent, materially delay or materially impede the Company’s ability to consummate the Transactions; (v) that is between the Company or any of its Subsidiaries and any of their respective directors, officers, affiliates or any person beneficially owning five percent (5%) or more of the outstanding Common Shares; (vi) that involves the payment or receipt by the Company or its Subsidiaries of royalties or other amounts in consideration for rights to practice any Intellectual Property of more than $100,000 in the aggregate; (vii) (A) for the furnishing of services or the sale of products which involves, or would reasonably be expected in the future to involve, consideration in excess of $100,000 in any line 12 month period, (B) for the receipt of services by a third party or for the purchase of raw materials, commodities, supplies, products, or other personal property, which involves payment by the Company or any of its Subsidiaries of consideration in excess of $100,000 in any 12 month period or which would reasonably be expected to involve payment by the Company or any of its Subsidiaries of consideration in excess of $100,000 in any future 12 month period during the term of such agreement except for payments to trade creditors in the ordinary course of business or compete with any Person in any geographic area, in each case, in a manner (C) that is material to provides for future payment obligations by the Company and or any of its Subsidiaries of $100,000 or more related to clinical trials of Company Pharmaceutical Products; (viii) under which any of the Company Subsidiaries, taken as or any of its Subsidiaries is a wholelessee of, or would bind Parent holds or its pre-Closing Affiliates after the Effective Time; uses, any equipment, machinery, vehicle or other tangible personal property owned by a third person which requires future annual payments in excess of $100,000; (iiiix) pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership partnership, joint venture, collaboration or joint venture other similar arrangement with any other Person person (other than intercompany agreements); (x) for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $100,000; (xi) pursuant to which the Company or any of its Subsidiaries agrees not to make use of any material right in any Intellectual Property owned by the Company or any of its Subsidiaries; (xii) pursuant to which the Company or any of its Subsidiaries has outstanding indebtedness, or provides a guarantee in a principal amount in excess of $100,000 other than indebtedness to trade creditors incurred in the ordinary course of business; (xiii) containing a settlement with respect to a Proceeding (whether commenced or threatened in writing) of any nature; (xiv) which requires future payments by the Company or any of its Subsidiaries in excess of $100,000 per annum containing “change of control” or similar provisions (whether or not such payments or benefits are contingent upon the occurrence of any other event); (xv) under which the Company or its Subsidiaries have received, or are entitled to receive, payment from any person for use in the research or development of any Company Pharmaceutical Product; (xvi) under which the Company is obligated to make future payments of over $100,000 for the research, development, or commercialization of any Company Pharmaceutical Product; (xvii) pursuant to which the Company, any of its Subsidiaries or any other party thereto has material continuing obligations, rights or interests relating to the research, development, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to any Company Pharmaceutical Product; (xviii) any Company Lease; (xix) any employment, contractor or consulting Contract with any Company employee with annual compensation in excess of Cdn$200,000; (xx) any Contract that provides for any change of control, severance or termination pay or other compensation or benefits related to termination of employment or services to the Company or any of its Subsidiaries; (xxi) any collective bargaining agreement or other similar Contract with a union, works council, trade union or other labor relations entity; (xxii) any Contract with any current or former officer or director of the Company or any of its Subsidiaries; or (xxiii) any Contract of which the Company has knowledge to which any employee, consultant or independent contractor of the Company or a Subsidiary is material bound that in any manner purports to (A) restrict such employee’s, consultant’s or independent contractor’s freedom to engage in any line of business or activity or to compete with any other Person, or (B) assign to any other Person such employee’s, consultant’s or independent contractor’s rights to any Intellectual Property that relate to the business of the Company and the Company its Subsidiaries, taken as a whole or . (ivb) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a13(b) of the Company Disclosure Schedule sets forth Letter contains a true complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, and identifies each subsection of Section 13(a) that describes such Material Contract. The Company has delivered or made available to the Parent true, correct and complete list copies of each the Material Contract. (b) Contracts, including all amendments, supplements and modifications thereto. Each of the Material Contract Contracts is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of on the Company or its applicable Subsidiary and, to the knowledge of the Company, each other party thereto and is in full force and effect. None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party, is in breach of, or default under, in any material respect, any Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder in any material respect by the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries norits Subsidiaries, or, to the knowledge of the Company, any other party is in material thereto. Neither the Company nor any of its Subsidiaries has received any written notice or other communication regarding any actual or possible violation or breach of or in material default under under, or intention to cancel or modify, any Material Contract, . (c) Section 13(c) of the Company Disclosure Letter contains a complete and no event has occurred that, with the lapse accurate list of time or the giving of notice or both, would constitute a default thereunder by any party theretoall Designated Contracts.

Material Contracts. (a) The Except as disclosed in the Specified Company has made available SEC Documents, to Parent a true and complete copy of each Contract the extent that it is reasonably apparent that the disclosure in the Specified Company SEC Documents is responsive to which the Company or any of the Company Subsidiaries is a party matters set forth in this Section 3.12(a), as of the date of this Agreement, or by which neither the Company, Company nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the Company Subsidiaries or any ordinary course of their respective properties or assets is bound as of the date of this Agreementbusiness consistent with past practice, which (i) which is a “material contract” within the meaning of contract (as defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ) to be performed after the date of this Agreement, (ii) contains covenants of which materially restrains, limits or impedes the Company Company’s or any of the Company Subsidiaries not its Subsidiaries’ ability to compete with or engage in conduct any business or any line of business (including (A) geographic limitations on the Company’s or compete any of its Subsidiaries’ activities or (B) any confidentiality agreement, area of mutual interest or standstill agreement with any Person in third party (or any geographic areaagent thereof) that contains any exclusivity or standstill provisions that are or will be binding on the Company, in each caseany of its Subsidiaries or, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time, Parent or any of its Subsidiaries); provided that (x) the Company need not disclose in the Company Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Company’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, such restrictions, limits and impediments shall be disclosed without providing the identity of the parties to the agreements on the Company’s Disclosure Letter, and (y) the Company need not disclose on its Disclosure Letter to this Agreement information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements relate to a potential sale of all or substantially all of the assets or equity securities of the Company (whether by merger or otherwise), except that the Company shall disclose on the Company’s Disclosure Letter the date of each such agreement, (iii) which is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Company or any of its Subsidiaries has entered into to sell Hydrocarbons at a price which is less than market value, (v) which is a partnership or joint venture with relating to the formation, creation, operation, management or control of any other Person (other than the Company partnership or any of the Company Subsidiaries) that is joint venture material to the business of the Company and the Company its Subsidiaries, taken as a whole whole, in which the Company, directly or indirectly, owns more than a 10% voting or economic interest, or any interest valued at more than $10,000,000 without regard to percentage voting or economic interest, or (ivvi) provides for the pending purchase or sale, option which is otherwise material to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with and its Subsidiaries taken as a fair market value or purchase price greater than $25,000whole. Each instrument contract, arrangement, commitment or understanding of the type described in clauses this Section 3.12(a) (i) through (iv) of this Section 3.22(a) vi), whether or not disclosed in the Specified Company SEC Documents, is referred to herein as a “Company Material Contract.” Section 3.22(a(for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Company SEC Documents, is a Company Material Contract). The Company has previously made available to Parent true, complete and correct copies of each Company Material Contract other than those which the Company is entitled to omit from the Company Disclosure Letter pursuant to the proviso to clause (ii) of the Company Disclosure Schedule sets forth a true and complete list first sentence of each Material Contractthis Section 3.12(a). (bi) Each Company Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation and in full force and effect, (ii) the Company and each of its Subsidiaries has performed in all respects all obligations required to be performed by it to date under each Company Material Contract, (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute, a default on the part of the Company or the any of its Subsidiaries under any such Company Subsidiaries party thereto, subject Material Contract and (iv) to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge Knowledge of the Company, any no other party to such Company Material Contract is in material breach of default in any respect thereunder, except in each case for any invalidity, nonperformance, event, condition or default that, individually or in material default under any Material Contractthe aggregate, has not had, and no event has occurred thatwould not be reasonably likely to have, with a Material Adverse Effect on the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoCompany.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of the date of this AgreementMay 4, 2021, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this AgreementMay 4, 2021, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Except for this Agreement, the Confidentiality Agreement, and the Contracts filed as exhibits to publicly available Company has made available to Parent a true and complete copy Reports, as of each Contract to which the date hereof, neither the Company or nor any of the Company its Subsidiaries is a party as of the date of this Agreement, to or bound by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Contract: (i) is that would be required to be filed by the Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-K promulgated by under the SEC; Securities Act; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any Subsidiary of the Company has any material continuing “earn-out” or other contingent payment obligations arising in connection with the acquisition or disposition by the Company of any business; (iii) containing any standstill or similar provision remaining in effect pursuant to which the Company or any Subsidiary of the Company has agreed not to acquire securities or material assets of another Person; (iv) that (A) limits in any material respect either the type of business in which the Company or its Subsidiaries has entered into (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Significant Subsidiaries or (C) grants “most favored nation” status that, following the Merger, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries; (v) that (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, letter of credit or other Contract representing, or any guarantee of, indebtedness of the Company or any Subsidiary of the Company or (B) is a partnership guarantee by the Company or joint venture any Subsidiary of the Company of the indebtedness of any Person other than the Company or a wholly owned Subsidiary of the Company; (vi) that grants with respect to any other asset that is material to the Company or any of its Subsidiaries (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Person (other than the Company or a wholly owned Subsidiary of the Company); (vii) that was entered into to settle any material litigation and which imposes material ongoing obligations on the Company or any of its Subsidiaries; (viii) limiting or restricting the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (ix) pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to material Intellectual Property or (B) the Company or any of its Subsidiaries receives a license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in object code form); (x) that is a partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 10% or more, other than with respect to any wholly owned Subsidiary of the Company; (xi) that relates to the acquisition or disposition of any business or assets or the sale or supply of any services pursuant to which the Company or any of its Subsidiaries has any liability in excess of $20,000,000 individually or $50,000,000 in the aggregate; (xii) that requires or is expected to require in the next year aggregate annual payments by or to the Company or any of its Subsidiaries in excess of $20,000,000; or (xiii) to which the Company or any of its Subsidiaries is a party, or by which any of them are bound, the ultimate contracting party of which is a Governmental Entity (including any subcontract with a fair market value prime contractor or purchase price greater than $25,000other subcontractor who is a party to any such contract). Each instrument of the type such Contract described in clauses (i) through (iv) of this Section 3.22(axiii) is referred to herein as a “Company Material Contract.” Section 3.22(a) of the Each Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract (and each Contract that would be a Company Material Contract but for the exception of having been filed as an exhibit to a publicly available Company Report) is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on the Company and its Subsidiaries as applicable and, to the Knowledge of the Company or the Company Subsidiaries Company, each other party thereto, subject to the Bankruptcy and Equity Exceptionis in full force and effect, except to the extent they have previously expired or terminated in accordance with their terms. Neither and neither the Company nor any of the Company Subsidiaries its Subsidiaries, nor, to the knowledge Knowledge of the Company, any other party to a Company Material Contract is in material breach or violation of any provision of, or in material default under under, any Company Material Contract, and no event has occurred that, with the or without notice, lapse of time or the giving of notice or both, would constitute such a default thereunder by any party theretobreach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. A true, complete and accurate copy of each Company Material Contract as of the date of this Agreement has previously been made available to Parent.

Material Contracts. (a) The Except as set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and as permitted pursuant to Section 6.1, neither the Company has made available nor any of its Subsidiaries is a party to Parent a true and complete copy or bound by (i) any agreement relating to the incurring of each Contract to which Indebtedness by the Company or any of its Subsidiaries in an amount in excess of $1,000,000 in the Company Subsidiaries is a party as aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the date issuer thereof as currently conducted (collectively, “Instruments of this Agreement, or by which the Company, Indebtedness”); (ii) any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated of the SEC); (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries; (iv) any agreement providing for the indemnification, in excess of $2,000,000, by the SEC; (ii) contains covenants Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (v) any joint venture or partnership agreement; (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries not to compete own, operate, sell, transfer, pledge or engage in otherwise dispose of any line of business material assets or compete with business; (vii) any Person in contract or agreement providing for any geographic areapayments that are conditioned, in each casewhole or in part, in on a manner that is change of control of the Company or any of its Subsidiaries; (viii) any collective bargaining agreement; (ix) any agreement material to the Company and the Company its Subsidiaries, taken as a whole, pertaining to the use of or would bind Parent granting any right to use or its pre-Closing Affiliates after the Effective Timepractice any rights under any Intellectual Property; (iiix) any agreements pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership leases any material real property or joint venture with leases any other Person material real property to third parties; (other than the Company xi) any contract or any of the Company Subsidiaries) that is agreement material to the business of the Company and the Company its Subsidiaries, taken as a whole or (iv) provides whole, providing for the pending purchase outsourcing or saleprovision of servicing of customers, option to purchase technology or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset product offerings of the Company or its Subsidiaries; (xii) any contract relating to the supply of any material item used by the Company or a Subsidiary that is a sole source of supply; (xiii) any contract or other agreement entered into since January 1, 1997 with respect to the acquisition or divestiture of all or any portion of a fair market value business; or purchase price greater than $25,000. Each instrument (xiv) any other contract or other agreement not made in the ordinary course of business consistent with past practice that (A) is not within any of the type other categories described in this Section 4.9(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of $5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and the agreements, contracts and obligations listed in clauses (i) through (ivxiv) of this Section 3.22(a) is being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “Material Contract.most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 3.22(a4.9(a) of the Company Disclosure Schedule sets forth a true as of the date hereof all of the Company Material Contracts. True, correct and complete list copies of each Company Material ContractContract have been made available to Parent. (b) Each Company Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on the Company (or, to the extent a Subsidiary of the Company or the Company Subsidiaries party theretois a party, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries norsuch Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in material full force and effect. Neither the Company nor any of its Subsidiaries is in breach of or in material default under any Company Material Contract, and no event has occurred that, Contract or is aware of any condition that with the lapse passage of time or the giving of notice or bothboth would result in such a breach or default, except in each case where any such breaches or defaults would constitute not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default thereunder under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party theretothereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and premiums) of such Person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit and bankers’ acceptances, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been assumed, (viii) all obligations of such Person under any sale and lease back transaction, agreement to repurchase securities sold or other similar financing transaction and (ix) in the nature of guarantees of the obligations described in clauses (i) through (viii) above of any other Person.

Material Contracts. (ai) The As of the date of this Agreement, neither the Company has made available nor any of its Subsidiaries is a party to Parent or bound by: (A) any lease of real or personal property providing for annual rentals of $400,000 or more; (B) any Contract that is reasonably likely to require either (x) annual payments to or from the Company and its Subsidiaries of more than $15 million or (y) aggregate payments to or from the Company and its Subsidiaries of more than $75 million; (C) other than with respect to any partnership that is wholly owned by the Company or any wholly owned Subsidiary of the Company, any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company owns more than a true and complete copy 15% voting or economic interest, or any interest valued at more than $10 million without regard to percentage voting or economic interest; (D) any Contract (other than among direct or indirect wholly owned Subsidiaries of each the Company) relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $5 million; (E) any Contract required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (F) any non-competition Contract or other Contract that (I) purports to limit in any material respect either the type of business in which the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business, (II) could require the disposition of any material assets or line of business of the Company or any of its Affiliates, (III) grants “most favored nation” status that, following the Merger, would apply to the Company or any of its Affiliates or (IV) prohibits or limits in any material respect the right of the Company or any of its Affiliates to make, sell or distribute any products or services; (G) any Contract to which the Company or any of the Company its Subsidiaries is a party as of the date of this Agreement, containing a standstill or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) similar agreement pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership agreed not to acquire assets or joint venture with securities of the other party or any other Person of its Affiliates; (H) any material Contract relating to the license of Intellectual Property (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized); (I) any Contract between the Company or any of its Subsidiaries and any director or officer of the Company Subsidiariesor any Person beneficially owning five percent or more of the outstanding Shares, other than compensation or severance arrangements, confidentiality agreements or indemnification agreements entered into in the ordinary course of business; (J) any Contract (other than Contracts with customers) providing for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is (x) not material to the business of the Company and the Company its Subsidiaries, taken as a whole whole, and (y) entered into in the ordinary course of business; and (K) any Contract that contains a put, call or (iv) provides for similar right pursuant to which the pending purchase Company or sale, option any of its Subsidiaries could be required to purchase or sell, right as applicable, any equity interests of first refusal, right of first offer any Person or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with that have a fair market value or purchase price greater of more than $25,000. Each instrument of 5 million (the type Contracts described in clauses (iA) through (iv) of this Section 3.22(a) is referred K), together with all exhibits and schedules to herein as a such Contracts, being the “Material ContractContracts”).” Section 3.22(a (ii) of the Company Disclosure Schedule sets forth Subject to applicable Law, a true and complete list copy of each Material Contract. (b) Each Material Contract has previously been made available to Parent and each such Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation agreement of the Company or one of its Subsidiaries, as the Company Subsidiaries party theretocase may be, subject to the Bankruptcy and Equity Exceptionis in full force and effect, except to the extent they have previously expired or terminated in accordance with their terms. Neither and neither the Company nor any of the Company its Subsidiaries nor, to the knowledge of management of the Company, any other party thereto is in default or breach in any material breach respect under the terms of or in material default under any such Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (ai) The Company has made available Except for Contracts reflected as exhibits to Parent a true and complete copy its SEC Reports filed prior to the date of each Contract to which the Company or any of the Company Subsidiaries is a party this Agreement, as of the date of this Agreement, or by which the Company, neither it nor any of the Company Subsidiaries or its Subsidiaries, nor any of their respective properties assets, businesses, or assets operations, is a party to, or is bound or affected by, or receives benefits under, (A) any Contract relating to the borrowing of money by it or any of its Subsidiaries or the guarantee by it or any of its Subsidiaries of any such obligation (other than Contracts pertaining to fully-secured repurchase agreements, and trade payables, and Contracts relating to borrowings or guarantees made in the ordinary course of business consistent with past practice), (B) any Contract containing covenants that limit the ability of it or any of its Subsidiaries to compete in any line of business or with any Person, or that involve any restriction of the geographic area in which, or method by which, it or any of its Subsidiaries may carry on its business (other than as may be required by Law or any Governmental Authority) or which requires referrals of business or requires it or any of its Affiliates to make available investment opportunities to any Person on a priority, equal or exclusive basis, (C) any Contract with respect to the employment of any directors or executive officers, or with any consultants that are natural Persons involving the payment of $10,000,000 or more per annum, (D) any Contract that could reasonably be expected to prohibit, delay or materially impair the consummation of any of the transactions contemplated by this Agreement, (E) any Contract that involves expenditures or receipts by it or any of its Subsidiaries in excess of $25,000,000 per year not entered into in the ordinary course of business consistent with past practice, (F) any Contract with any Governmental Authority (other than routine or customary Contracts with any self-regulatory body) or (G) any other Contract or amendment thereto that would be required to be filed as an exhibit to any SEC Report (as described in Items 601(b) of Regulation S-K under the ▇▇▇▇ ▇▇▇) that has not been filed as an exhibit to or incorporated by reference in its SEC Reports filed prior to the date of this Agreement. With respect to each of its Contracts that are (A) reflected as an exhibit to any SEC Report, which (iB) is a “material contract” within the meaning of Item would be required under Items 601(b)(4) and 601(b)(10) of Regulation S-K promulgated by under the SEC1933 Act to be filed as an exhibit to any of its SEC Reports, or (C) that is disclosed in its Disclosure Letter: (w) each such Contract is in full force and effect; (x) neither it nor any of its Subsidiaries is in Default thereunder; (y) neither it nor any of its Subsidiaries has repudiated or waived any material provision of any such Contract; and (z) no other party to any such Contract is, to its knowledge, in Default thereunder in any material respect. (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic areaAll interest rate swaps, in each casecaps, in a manner that is material to the Company floors, option agreements, futures and the Company Subsidiariesforward contracts, taken as a wholeand other similar risk management arrangements, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has whether entered into a partnership for its own account or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase account of one or salemore of its Subsidiaries or their respective customers, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of were entered into (A) any real property (including any Company Property or any portion thereof) or in accordance with prudent business practices and all applicable Laws and (B) any other asset with counterparties believed to be financially responsible, and each of them is enforceable against it or its Subsidiaries and, to its knowledge, the applicable counterparties thereto, in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of the Company equitable remedy of specific performance or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) injunctive relief is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy discretion of the court before which any proceeding may be brought), and Equity Exception, except to the extent they have previously expired or terminated is in accordance with their termsfull force and effect. Neither the Company it nor any of the Company Subsidiaries norits Subsidiaries, nor to the knowledge of the Companyits knowledge, any other party thereto, is in material breach Default of any of its obligations under any such agreement or arrangement. Its Financial Statements disclose the value of such agreements and arrangements on a ▇▇▇▇-to-market basis in accordance with GAAP (including but not limited to Financial Accounting Statement 133) and, since September 30, 2006, there has not been a change in such value that, individually or in material default under any the aggregate, has resulted in a Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoAdverse Effect on it.

Material Contracts. (a) The Company has made available Except for this Agreement, Parent’s Benefit Plans and agreements filed as exhibits to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party SEC Documents, as of the date of this Agreement, or by which the Company, neither Parent nor any of the Company its Subsidiaries is a party to or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) any Contract that (A) expressly imposes any material restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of any other person or (B) contains covenants an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Parent or any of its Subsidiaries in an amount in excess of $100 million; (iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the Company Subsidiaries not to compete case may be; (vi) any acquisition Contract that contains “earn out” or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a wholeother contingent payment obligations, or would bind Parent remaining indemnity or its pre-Closing Affiliates similar obligations, that could reasonably be expected to result in payments after the Effective Time; (iii) pursuant to which the Company date hereof by Parent or any of the Company its Subsidiaries has entered into in excess of $100 million; and (vii) any material lease or sublease with respect to a partnership or joint venture with any other Person (other than the Company or any Parent Leased Real Property. All contracts of the Company Subsidiaries) that is material types referred to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (ivvii) of this Section 3.22(a) is above are referred to herein as a “Parent Material ContractContracts.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.” (b) Each Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract. To the knowledge of Parent, no other party to any Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, in breach of or default under the other party or parties thereto) terms of any Parent Material Contract. Each Parent Material Contract is a valid and binding obligation of the Company Parent or the Company Subsidiaries Subsidiary of Parent which is party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries northereto and, to the knowledge of the CompanyParent, any of each other party thereto, and is in material breach of or in material default under any Material Contractfull force and effect, and no event has occurred that, with subject to the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoRemedies Exceptions.

Material Contracts. (a) The Company has made available Except as set forth in the SEC Reports filed prior to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of the date of this Agreement, in Schedule 4.15 or by which otherwise expressly provided in this Agreement, neither the Company, Company nor any of the Company Subsidiaries is a party to or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a “any "material contract” within the meaning of " (as defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) contains covenants any contract or agreement for the purchase or lease (as lessee) of materials or personal property from any supplier or for the furnishing of services to the Company or any Subsidiary that involves or is likely to involve future aggregate payments by the Company or any of the Company Subsidiaries not to compete of more than (x) $300,000 or engage (y) $100,000 in any line year; (iii) any contract or agreement for the sale, license or lease (as lessor) by the Company or any Subsidiary of business services, materials, products, supplies or compete with any Person in any geographic areaother assets, in each caseowned or leased by the Company or the Subsidiaries, in a manner that involves or is material likely to involve future aggregate payments to the Company and or any of the Subsidiaries of more than (x) $300,000 or (y) $100,000 in any year (iv) any contract, agreement or instrument relating to or evidencing indebtedness for borrowed money of the Company Subsidiaries, taken as a wholeor any Subsidiary; (v) any non-competition agreement or any other agreement or obligation which purports to limit in any respect the manner in which, or the localities in which, the business of the Company or the Subsidiaries may be conducted; (vi) any agreement with any present or former affiliates of the Company; (vii) any partnership, joint venture, strategic alliance or cooperation agreement (or any agreement similar to any of the foregoing); (viii) any voting or other agreement governing how any Shares shall be voted; (ix) any agreement with any shareholders of the Company; (x) any agreement with any Managed Provider, including without limitation any such management agreement, employee lease agreement, billing services agreement, option agreement or evidence of indebtedness; or (xi) any contract or other agreement which would bind Parent prohibit or its pre-Closing Affiliates after materially delay the Effective Time; (iii) pursuant consummation of the Merger or any of the transactions contemplated by this Agreement. The foregoing contracts and agreements to which the Company or any of the Company Subsidiaries has entered into a partnership Subsidiary are parties or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is are bound are collectively referred to herein as a “"Company Material ContractContracts.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract." (b) Each Company Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on the Company (or, to the extent a Subsidiary is a party, such Subsidiary) and is in full force and effect, and the Company and each Subsidiary have performed, in all material respects, all obligations required to be performed by them to date under each Company Material Contract, except where such noncompliance, individually or in the aggregate, would not have a Material Adverse Effect. The Company has, or has caused to be, made available to Parent or its counsel true and complete copies of the Company or Material Contracts requested by same and any and all ancillary documents pertaining thereto (including, but not limited to, all amendments and waivers). Except as otherwise set forth in Schedule 4.15(b), each Company Material Contract will not cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect as a result of the Company Subsidiaries party thereto, subject to consummation of the Bankruptcy and Equity Exception, transactions contemplated by this Agreement (except to the extent they have previously expired that its enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium or terminated other laws relating to or affecting creditors' rights generally and by general principles of equity), nor will the consummation of such transactions constitute a breach or default under such lease or sublease or otherwise give the landlord a right to terminate such lease or sublease. Except as set forth in accordance with their terms. Neither Schedule 4.15(b), neither the Company nor any of the Company Subsidiaries Subsidiary knows of, or has given or received notice of, any violation or default under (nor, to the knowledge of the Company, does there exist any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, condition which with the lapse passage of time or the giving of notice or bothboth would result in such a violation or default under) any Company Material Contract. (c) Except as disclosed in the SEC Reports filed prior to the date of this Agreement or in Schedule 4.15 or as expressly provided for in this Agreement, would constitute neither the Company nor any of the Subsidiaries is a default thereunder party to any oral or written (i) employment or consulting agreement that cannot be terminated on thirty days' or less notice, (ii) agreement with any officer or other key employee of the Company or any of the Subsidiaries the benefits of which are contingent or vest, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company or any the Subsidiaries of the nature contemplated by this Agreement, the Subscription Agreement or the Voting Agreement, (iii) agreement with respect to any party theretoofficer or other key employee of the Company or any of the Subsidiaries providing any term of employment or compensation guarantee or (iv) stock or stock purchase plan (other than the Option Plans), any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, the Subscription Agreement or the Voting Agreement or the value of any of the benefits of which will be calculated on the basis of any of such transactions.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Section 2.14 of the Company Subsidiaries is Disclosure Schedule sets forth a party list, as of the date of this Agreement, of the following Contracts (each a “Material Contract”) to which the Company and each Subsidiary is a party or by which the Company, any of the Company Subsidiaries it or any of their respective properties properties, rights or assets is bound as are bound: (a) any Contract that provides for obligations, payments, Liabilities, consideration, performance of services or the date delivery of this Agreement, which goods to or by the Company or the Subsidiaries of any amount or value reasonably expected to be in excess of $250,000 annually; (b) any Contract (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; not to compete in any business or geographic area, (ii) contains covenants that grants any Person the exclusive right to distribute products of the Company or the Subsidiaries, (iii) that grants “most favored nation” or similar preferred pricing to any Person, (iv) that grants rights of first refusal, rights of first offer, rights of first negotiation or similar rights or that materially limits the ability of the Company or the Subsidiaries not to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (v) that grants any Person a right to require the Company or the Subsidiaries to purchase all or any portion of the Company’s or the Subsidiaries’ requirements from any third party, or (vi) that obligates the Company or the Subsidiaries to provide maintenance and/or support with respect to any discontinued products of the Company or the Subsidiaries or any prior version of any products of the Company or the Subsidiaries; (c) any employment agreement, severance agreement, bonus agreement, indemnification agreement, consulting agreement, non-compete agreement, change-in-control or engage in golden parachute agreement or similar agreement with or for the benefit of any line employee, director or officer of business the Company or compete the Subsidiaries whose annual total compensation exceeds $150,000; (d) any collective bargaining agreement with any Person labor union or other collective bargaining representative; (e) any Contract related to the assignment, license or other disposition or encumbrance of Intellectual Property Rights owned or used by the Company (other than contracts or agreements for commercially available “off the shelf” software for which the Company pays fees less than $50,000 per year, or the Company’s standard customer contracts); (f) any Contract in which the ultimate contracting party is a Governmental Authority; (g) any geographic areaReal Property Leases; (h) any Contract relating to Company Indebtedness or loans made by the Company, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing (other than advances to employees for expenses in each case, the Ordinary Course of Business or transactions with customers on credit in a manner the Ordinary Course of Business); (i) any Contract that is material a letter of credit, bond or similar arrangement running to the Company and account of, or for the benefit of, the Company Subsidiariesor the Subsidiaries in an amount in excess of $250,000; (j) any Contract granting any Person a Lien on all or any part of the assets of the Company, taken as a wholeother than Liens which will be released at or prior to the Closing and Permitted Liens; (k) any Contract with the Top Customers or Top Suppliers; (l) the Insurance Policies listed on Section 2.16 of the Disclosure Schedule; (m) any Contract governing any business acquisition or disposition, merger or would bind Parent similar transaction, by the Company, regardless of whether such transaction has yet been consummated, either (i) within the last five (5) years or its pre-Closing Affiliates after the Effective Time; (iiiii) pursuant to which any indemnification, earn out or other contingent or deferred payments or similar rights or obligations remain outstanding; (n) any Contract that provides for the payment of cash or other compensation or benefits upon the Merger and the consummation of the transactions contemplated hereby; (o) any Contract that relates to voting, transfer or other arrangements related to any equity interests of the Company or the Subsidiaries or warrants, options or other rights to acquire any equity interests of the Company or the Subsidiaries has entered into a partnership or joint venture with any other Person (other than this Agreement, the Company or Merger and the transactions contemplated hereby); or (p) any of the Company Subsidiaries) Contract that is otherwise material to the operations and business prospects of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset . All of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of Material Contracts are in full force and effect and constitute the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority ofvalid, and due execution and delivery by, the other party or parties thereto) a valid legal and binding obligation of the Company or the Company Subsidiaries party theretoSubsidiaries, subject as applicable, and to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge Knowledge of the Company, constitute the valid, legal and binding obligation of the other parties thereof, enforceable against each such Person in accordance with its terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). There are no material breaches or defaults by the Company or the Subsidiaries under any of the Material Contracts or, to the Knowledge of the Company, events which with notice or the passage of time would constitute a material breach or default by the Company or the Subsidiaries, and neither the Company nor the Subsidiaries has received written notice of any such material breach or default from any other party is in material breach of or in material default under any of the Material Contracts. To the Knowledge of the Company, neither the Company nor its Subsidiaries have received notice from any third party to any Material Contract requesting or threatening to amend, not renew or terminate such Material Contract. The Company is not a party to any Contract with a Governmental Authority. The Company has made available to Buyer true and complete copies of all the Material Contracts, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party including all amendments thereto.

Material Contracts. (a) The Section 4.16(a) of the Company has made available to Parent Disclosure Letter sets forth a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party list, as of the date of this Agreement, of: (i) other than (A) contracts providing for the acquisition, purchase, sale, funding, pledging or divestiture of Company Portfolio Securities entered into by the Company, its Subsidiaries or the MSR Entities in the ordinary course of business, and (B) repurchase contracts entered pursuant to the Company’s existing master repurchase agreements (as in effect as of the date hereof) to finance the purchase price of assets or refinance the Company’s repurchase obligations pursuant to such master repurchase agreements, in each case in the ordinary course of the Company’s business, each merger, business combination, acquisition, purchase, sale or divestiture contract to which the Company or a Subsidiary of the Company is a party that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $250,000; (iv) each contract to which the Company or a Subsidiary of the Company is a party that involves or constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a forward, swap or other hedging transaction of any type, unless entered into for bona fide hedging purposes (collectively, “Hedging Contracts”); (v) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts providing for at-will employment that can be terminated at any time with less than one day’s notice and without liability to the Company or any of its Subsidiaries; (vi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vii) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company; (viii) each partnership, joint venture, limited liability company or strategic alliance agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (ix) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective properties “associates” or assets is bound “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the date Exchange Act), on the other hand; (x) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers or employees of the Company or any of its Subsidiaries; (xi) each vendor, supplier or third party consulting or similar contract not otherwise described in this AgreementSection 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, which expenses or other costs in excess of $250,000 following the Effective Time; (ixii) is a each “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; (iiExchange Act) contains covenants of not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company Company; and (xiii) each contract evidencing an interest or obligation of the Company, its Subsidiaries not to compete or engage any MSR Entity in any line of business or compete connection with any Person in any geographic areaMSR Investment, in each caseincluding (A) Indebtedness related to such MSR Investment, in (B) purchase agreements for mortgage servicing rights (“MSRs”) underlying a manner that is material MSR Investment, to the Company extent such MSR Investment is entered into between the Company, its Subsidiaries or any MSR Entity and the Company Subsidiariesapplicable MSR purchaser (each, taken as an “MSR Purchase Agreement”), (C) any agreement for which rights in the MSR Investment are pledged or which document any costs or expenses assumed or required to be paid in connection with a wholeMSR Investment, (D) sale confirmations or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any other agreements of the Company Subsidiaries has entered into a partnership relevant parties to substantiate the acquisition of any MSR Investment and any related MSR Purchase Agreement and (E) any consent or joint venture with any other Person agreement (other than the Company or any via acknowledgment agreement, subordination of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiariesinterest agreement, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease bifurcation agreement or otherwise) of (A) from an Agency with respect to any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractMSR Investment. (b) Each Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Contract is (assuming due power legal, valid, binding and authority ofenforceable in accordance with its terms on the Company, each of its Subsidiaries and due execution and delivery byeach MSR Entity, as applicable, that is a party thereto and, to the other party or parties thereto) a valid and binding obligation knowledge of the Company or the Company Subsidiaries Company, each other party thereto, subject and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the Bankruptcy and Equity Exceptionaggregate, except to the extent they have previously expired or terminated in accordance with their terms. Neither a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any MSR Entity is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Since January 1, 2022, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party is in MSR Entity, has received written notice of any material breach violation of or in material default under any Material Company Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except for this Agreement, Section 4.20 of the Company Subsidiaries is Parent Disclosure Letter contains a party complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.20(a) under which Parent or by any Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound subject, in each case as of the date of this Agreement, which Agreement (all Contracts of the type described in this Section 4.20(a) being referred to herein as the “Parent Material Contracts”): (i) Any customer or client Contract that involves or that is a “material contract” within the meaning reasonably likely to involve consideration in fiscal year 2015 in excess of Item 601(b)(10) of Regulation S-K promulgated by the SEC; $2,000,000; (ii) contains covenants of the Company any partnership, joint venture, strategic alliance or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that collaboration Contract which is material to the Company Parent and the Company its Subsidiaries, taken as a whole, or would bind ; (iii) any Contract that (A) purports to materially limit either the type of business in which Parent or its pre-Closing Affiliates Subsidiaries (or, after the Effective Time; , the Company or its Subsidiaries) or any of their respective affiliates may engage or geographic area in which any of them may so engage in any business or (iiiB) would require the disposition of any material assets or line of business of Parent or its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of their respective affiliates as a result of the consummation of the Transactions; (iv) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $2,000,000 in the twelve (12) month period following the date hereof; (v) each Contract relating to outstanding Indebtedness of Parent or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $2,000,000 other than (A) Contracts solely among Parent and any wholly-owned Parent Subsidiary or a guarantee by Parent or a Parent Subsidiary of a Parent Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $2,000,000, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Parent Filings; (vi) each Contract between Parent, on the one hand, and any officer, director or affiliate (other than a wholly-owned Parent Subsidiary) of Parent or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which Parent has an obligation to indemnify such officer, director, affiliate or family member; (vii) any Contract (excluding licenses for commercially available off the Company shelf computer software that are generally available on standard terms for fees of no more than $100,000 annually or in the aggregate) under which Parent or any Parent Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that third party, which Contract is material to the business of the Company Parent and the Company Parent Subsidiaries, taken as a whole whole; (viii) any Contract (excluding licenses for commercially available off the shelf computer software that are generally available on standard terms for fees of no more than $100,000 annually or (ivin the aggregate) provides for the pending purchase under which Parent or saleany Parent Subsidiary has granted to a third party any license, option to purchase or sell, right of first refusal, right of first offer or other right or immunity (including a covenant not to purchasebe sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), sellwhich Contract is material to Parent and the Parent Subsidiaries, dispose taken as a whole; (ix) any shareholders, investors rights, registration rights or similar agreement or arrangement of Parent or ground lease any of its Subsidiaries; (by mergerx) any Contract that relates to any swap, by purchase forward, futures, or sale other similar derivative transaction with a notional value in excess of assets $2,000,000; (xi) any material collective bargaining agreement or stock, by lease other material Contract with any labor union; (xii) any Contract involving the settlement of any action or otherwisethreatened action (or series of related actions) of which will (A) any real property (including any Company Property or any portion thereof) involve payments after the date hereof of consideration in excess of $2,000,000 or (B) impose material monitoring or reporting obligations to any other asset Person outside the ordinary course of the Company or business; and (xiii) any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type Contract not otherwise described in clauses (i) through (iv) any other subsection of this Section 3.22(a4.20(a) is referred that would be required to herein be filed on SEDAR by the Company as a “Material Contract.material contract” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contractunder NI 51-102. (b) Each Neither Parent nor any Parent Subsidiary is in breach of or default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, as of the date hereof, no other party to any Parent Material Contract is (assuming due power and authority ofin breach of or default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to have, and due execution and delivery byindividually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the other party or parties thereto) aggregate, a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of the Company Parent or the Company Subsidiaries Subsidiary of Parent which is party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries northereto and, to the knowledge of the CompanyParent, any of each other party thereto, and is in material breach full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of or in material default under specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoproceeding therefor may be brought.

Material Contracts. (a) The Company has made available Other than the Contracts, including amendments thereto, required to Parent a true and complete copy of each Contract be filed as an exhibit to which the Company or any report of the Company Subsidiaries is a party as filed pursuant to the Exchange Act of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants , each of which was filed in an unredacted form, the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in Disclosure Schedule sets forth a true and correct list of: (i) each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant Contract to which the Company or any of its Subsidiaries is a party to or bound that (A) expressly imposes any material restriction on the Company Subsidiaries has entered into a partnership right or joint venture with any other Person (other than ability of the Company or any of the Company Subsidiariesits Subsidiaries to compete with any other Person, (B) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, contains any right of first refusal, right of first offer or other similar term that materially restricts the right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset ability of the Company or any of its Subsidiaries to acquire or dispose of the securities of another Person; or (C) expressly imposes any material restriction on the right or ability of the Company Subsidiary or any of its Subsidiaries to engage or compete in any line of business or in any geographic area or that contains exclusivity or non-solicitation provisions (excluding customary employee non-solicitation provisions with customers and partners); or (ii) each Contract to which the Company or any of its Subsidiaries is a fair market value party to or purchase price greater bound that was entered into not in the ordinary course of business and would purport to bind, or purport to be applicable to the conduct of, Parent or its Subsidiaries (other than $25,000the Company or its Subsidiaries) in any materially adverse respect (whether before or after the Effective Time). Each instrument Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC, together with any Contracts of the type described in clauses (i) through and (ivii) of this Section 3.22(a) is above, are referred to herein as a “Company Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractContracts”. (b) Each A true and correct copy of each Company Material Contract has previously been made available to Parent and each such Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation agreement of the Company or its Subsidiary party thereto and, to the Company Subsidiaries party Knowledge of the Company, any counterparty thereto, subject to the Bankruptcy and Equity Exceptionis in full force and effect, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any and none of the Company or its Subsidiaries nor, to the knowledge Knowledge of the Company, any other party thereto is in material default or breach in any respect under the terms of or in material default under any such Company Material Contract, and no event has occurred thatexcept for such default or breach as would not, with individually or in the lapse of time or aggregate, reasonably be expected to have a Material Adverse Effect on the giving of notice or both, would constitute a default thereunder by any party theretoCompany.

Material Contracts. (a) Section 4.18 of the Disclosure Schedule sets forth a list of all Material Contracts (as hereinafter defined). The Company has heretofore made available to the Parent a true true, correct and complete copy copies of each Contract all written or oral contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of the Company Subsidiaries its subsidiaries is a party as affecting the obligations of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (iparty thereunder) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of its subsidiaries is a party or by which any of its properties or assets are bound that are material to the business, properties or assets of the Company Subsidiaries has entered into and its subsidiaries taken as a partnership whole, including, without limitation, to the extent any of the following are, individually or joint venture with in the aggregate, material to the business, properties or assets of the Company and its subsidiaries taken as a whole, all: (i) employment, severance, product design or development, personal services, consulting, non-competition or indemnification contracts (including, without limitation, any other Person (other than contract to which the Company or any of its subsidiaries is a party involving employees of the Company SubsidiariesCompany) that is involving an amount in excess of $100,000; (ii) licensing, merchandising or distribution agreements; (iii) contracts granting a right of first refusal or first negotiation; (iv) partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material to the business properties or assets, in excess of $250,000, of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease stock or otherwise) of entered into since January 1, 1997; (Avi) any real property (including any loan or credit agreements, mortgages, indentures or other agreements or instruments evidencing indebtedness for borrowed money by the Company Property or any portion thereofof its subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred; (vii) agreements that purport to limit, curtail or (B) any other asset restrict the ability of the Company or any Company Subsidiary with a fair market value of its subsidiaries to compete in any geographic area or purchase price greater than $25,000. Each instrument line of business; and (viii) commitments and agreements to enter into any of the type described in clauses foregoing (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority ofcollectively, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated together with any such contracts entered into in accordance with their termsSection 6.1 hereof, the "Material Contracts"). Neither the Company nor any of its subsidiaries is a party to or bound by any severance or other agreement with any employee or consultant pursuant to which such person would be entitled to receive any additional compensation or an accelerated payment of compensation as a result of the consummation of the Transactions. (b) Each of the Material Contracts constitutes the valid and legally binding obligation of the Company Subsidiaries noror its subsidiaries, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to the knowledge of the Companyor affecting creditors' rights or by general equity principles), any other party and is in material breach of or in material full force and effect. There is no default under any Material ContractContract so listed either by the Company or, to the Company's Knowledge, by any other party thereto, and no event has occurred that, that with the lapse of time or the giving of notice or both, both would constitute a default thereunder by the Company or, to the Company's Knowledge, any other party. (c) No party theretoto any such Material Contract has given notice to the Company of or made a claim against the Company with respect to any breach or default thereunder.

Material Contracts. (a) The Company has made available Except as disclosed in the Specified Parent SEC Documents, to the extent that it is reasonably apparent that the disclosure in the Specified Parent a true and complete copy of each Contract SEC Documents is responsive to which the Company or any of the Company Subsidiaries is a party matters set forth in this Section 4.12(a), as of the date of this Agreement, or by which the Company, neither Parent nor any of its Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral), other than hedging or similar arrangements in the Company Subsidiaries or any ordinary course of their respective properties or assets is bound as of the date of this Agreementbusiness consistent with past practice, which (i) which is a “material contract” within the meaning of contract (as defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ) to be performed after the date of this Agreement, (ii) contains covenants of the Company which materially restrains, limits or impedes Parent’s or any of the Company Subsidiaries not its Subsidiaries’ ability to compete with or engage in conduct any business or any line of business (including (A) geographic limitations on Parent’s or any of its Subsidiaries’ activities, (B) any confidentiality agreement, area of mutual interest or standstill agreement with any third party (or agent thereof) that contains any exclusivity or standstill provisions that are or will be binding on Parent, any of its Subsidiaries or, after the Effective Time, the Surviving Corporation); provided that Parent need not disclose in the Parent Disclosure Letter information related to those agreements which would otherwise be covered by this clause (ii) to the extent such agreements prohibit the Company from disclosing the existence or any terms of such agreements to third parties, except that if any such agreements contain any material restrictions, limits or impediments on the Parent’s or its Subsidiaries’ ability to compete with or conduct any business or any line of business, such restrictions, limits and impediments shall be disclosed without providing the identity of the parties to the agreements on Parent’s Disclosure Letter, (iii) which is a material take-or-pay agreement or other similar agreement that entitles purchasers of production to receive delivery of Hydrocarbons without paying therefor, (iv) which contains a put, call or other right of acquisition or disposition pursuant to which the Parent or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests (including licensing or leasehold interests) of any Person in or assets that have a market value or purchase price of more than $5,000,000, or, with respect to calls on production, that obligate the Parent or any geographic areaof its Subsidiaries to sell Hydrocarbons at a price which is less than market value, in each case(v) which is a partnership or joint venture relating to the formation, in a manner that is creation, operation, management or control of any partnership or joint venture material to the Company Parent and the Company its Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to in which the Company Parent, directly or indirectly, owns more than 10% voting or economic interest, or any of the Company Subsidiaries has entered into a partnership interest valued at more than $10,000,000 without regard to percentage voting or joint venture with any other Person economic interest, or (other than the Company or any of the Company Subsidiariesvi) that which is otherwise material to the business of the Company Parent and the Company Subsidiaries, its Subsidiaries taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000whole. Each instrument contract, arrangement, commitment or understanding of the type described in clauses (ithis Section 4.12(a)(i) through (iv) of this Section 3.22(a) ), whether or not disclosed in the Specified Parent SEC Documents, is referred to herein as a “Parent Material Contract.” Section 3.22(a(for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC or disclosed in the Specified Parent SEC Documents, is a Parent Material Contract). Parent has previously made available to the Company true, complete and correct copies of each Parent Material Contract other than those which Parent is entitled to omit from the Parent Disclosure Letter pursuant to the proviso to clause (ii) of the Company Disclosure Schedule sets forth a true and complete list first sentence of each Material Contractthis Section 4.12(a). (b) (i) Each Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation and in full force and effect, (ii) Parent and each of the Company or the Company its Subsidiaries party thereto, subject has performed in all respects all obligations required to the Bankruptcy and Equity Exception, except be performed by it to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default date under any each Parent Material Contract, and (iii) no event has occurred thator condition exists which constitutes or, with the after notice or lapse of time or the giving of notice or both, would constitute constitute, a default thereunder by on the part of Parent or any of its Subsidiaries under any such Parent Material Contract and (iv) to the Knowledge of Parent, no other party theretoto such Parent Material Contract is in default in any respect thereunder, except in each case for any invalidity, nonperformance, event, condition or default that, individually or in the aggregate, has not had and would not be reasonably likely to have a Material Adverse Effect on Parent.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which Except for this Agreement, the Company or any of Benefit Plans and agreements filed as exhibits to the Company Subsidiaries is a party SEC Documents, as of the date of this Agreement, or by which neither the Company, Company nor any of the Company its Subsidiaries is a party to or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) contains covenants any Contract that (A) expressly imposes any material restriction on the right or ability of the Company or any of the Company its Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that is material to restricts the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which business of the Company or any of the Company its Subsidiaries has entered into in a partnership material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or joint venture with other agreement or instrument evidencing indebtedness for borrowed money or any other Person (other than guarantee of such indebtedness of the Company or any of the Company Subsidiariesits Subsidiaries in an amount in excess of $10 million; (iv) that is material any joint venture, partnership or limited liability company agreement or other similar Contract relating to the business formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company Company’s Subsidiaries, taken as a whole or ; (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (Av) any real property (including any Company Property Contract expressly limiting or any portion thereof) or (B) any other asset restricting the ability of the Company or any Company Subsidiary with a fair market value of its Subsidiaries to make distributions or purchase price greater than $25,000. Each instrument declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.case may be; (bvi) Each Material any acquisition Contract is (assuming due power and authority ofthat contains “earn out” or other contingent payment obligations, and due execution and delivery byor remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the other party or parties thereto) a valid and binding obligation of date hereof by the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the its Subsidiaries in excess of $20 million; and (vii) any material lease or sublease with respect to a Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoLeased Real Property.

Material Contracts. (a) The Company has made available to Section 6.9 of the Parent a true and complete copy Disclosure Schedule sets forth all of each Contract the following Contracts to which the Company Parent or any of the Company its Subsidiaries is a party as party, other than Parent Benefit Plans and Parent Employment Agreements that are subject to Section 6.20 (“Parent Material Contract”): (i) any Contract with any Affiliate, employee, current or former director, officer or stockholder of the date Parent or any of this Agreement, its Subsidiaries or by which the Company, with a family member of any of the Company Subsidiaries foregoing or with an entity in which any of the foregoing is a controlling Person; (ii) any Contract relating to the disposition or acquisition of any material assets, the disposition or acquisition of any business or any entity or any merger or other business combination, other than dispositions in the ordinary course of business of loans and mortgage assets; (iii) any Contract pursuant to which Parent or any of their respective properties its Subsidiaries establishes a joint venture or assets is bound as partnership involving a sharing of the date of this Agreementprofits, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated Losses, costs, or Liabilities by the SEC; (ii) contains covenants of the Company Parent or any of the Company its Subsidiaries not to compete or engage in any line of business or compete with any Person in other Person; (iv) any geographic areatrust indenture, in each casemortgage, in a manner that is material note, promissory note, bond, loan or credit agreement or other Contract relating to the Company and the Company SubsidiariesIndebtedness of Parent, taken as a wholeany currency exchange, commodities or other hedging arrangement, or would bind any leasing transaction of the type required to be capitalized by Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company its Subsidiaries has entered into in accordance with GAAP; (v) any Contract that is primarily a partnership Contract of guarantee, support, assumption or joint venture endorsement of, or any similar commitment with respect to Liabilities of any other Person involving a dollar value in excess of two hundred thousand dollars (other than the Company $200,000); (vi) any Contract that Parent reasonably anticipates will involve aggregate payments or consideration furnished by or to Parent or any of its Subsidiaries of more than two hundred thousand dollars ($200,000) in any year; (vii) any Contract for capital expenditures in excess of two hundred thousand dollars ($200,000) in the Company Subsidiariesaggregate; (viii) any Contract with any Governmental Entity; (ix) any Contract providing for the indemnification by Parent or any of its Subsidiaries of any Person, except for any such Contract that is (x) not material to Parent or any of its Subsidiaries and (y) entered into in the business ordinary course of the Company and the Company Subsidiaries, taken as a whole or business; (ivx) provides for the pending purchase or sale, option to purchase or sell, any Contract that grants any right of first refusal, refusal or right of first offer or other similar right or that limits or purports to purchaselimit the ability of Parent to own, operate, sell, transfer, pledge or otherwise dispose of or ground lease (by merger, by purchase or sale any material amount of its assets or stock, by lease or otherwise) of its business; (Axi) any real property (including Contract that contains a “most favored nation” clause or requires any Company Property type of exclusive dealing or similar arrangement involving Parent or any portion thereof) or of its Subsidiaries; and (Bxii) any other asset of the Company Contract that is material to Parent or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contractits Subsidiaries. (b) Copies of all such Parent Material Contracts referred to in Section 6.9(a) previously have been delivered to or made available for inspection by the Company, and such copies are complete and correct. (i) Each Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy Parent and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in full force and effect, (ii) Parent has performed in all material breach of respects all obligations required to be performed by it to date under each Parent Material Contract and is not (with or in material default under any Material Contract, and no event has occurred that, with without the lapse of time or the giving of notice notice, or both) in material breach or default thereunder, would constitute a (iii) to the Knowledge of Parent, each of the other parties to each Parent Material Contract has performed all obligations required to be performed by it to date under such Parent Material Contract and is not in all material respects (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder by thereunder, and (iv) Parent has received no notice from any other party theretoof its intent to cancel or terminate any Parent Material Contract.

Material Contracts. (a) The Company has made available to Schedule 5.18(a) of the Parent Disclosure Letter, together with the lists of exhibits contained in the Parent SEC Documents, sets forth a true and complete copy list (but excluding any Parent Plan), as of each Contract the entry into this Agreement, of the following contracts to which the Company Parent or any of the Company its Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which party: (i) is a each “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; Exchange Act); (ii) contains covenants each agreement or Organizational Document of the Company Parent or any of its Subsidiaries that would, on or after the Company Closing Date, prohibit or restrict the ability of Parent or any of its Subsidiaries not (including the Surviving Corporation and its Subsidiaries) to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or Liabilities from time to time owed to Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries), make loans or advances to Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries); (iii) each contract that contains covenants that limit the ability of Parent or any of its Affiliates to compete or engage in any line of business or compete with any Person person or in any geographic areaarea or distribution or sales channel, or to sell, supply or distribute any service or product, in each case, in a manner that is could reasonably be expected to be material to the Company business of Parent and the Company its Subsidiaries, taken as a whole; (iv) each contract that (A) provides for material exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Parent or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or would bind in a manner which is, material to Parent and its Subsidiaries taken as a whole and (2) may not be terminated (including such restrictive provisions) by Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company Subsidiaries on less than 90 days’ notice without payment by Parent or any of its Subsidiaries of any material penalty; (v) each contract with a remaining term of more than one year from the Company date hereof that could require Parent or any of its Affiliates to purchase all (or a specified portion of) its total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $25 million in the aggregate during the fiscal year ending December 31, 2024 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Parent or its Subsidiaries has on less than 90 days’ notice without payment by Parent or any of its Subsidiaries of any material penalty; (vi) each agreement evidencing any Indebtedness for borrowed money having an outstanding principal amount or outstanding commitments in excess of $25 million; (vii) any coal supply agreement or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the later of the commencement of the term of the agreement and the date hereof (or, if the contract is entered into after the date of this Agreement, three years from the later of the commencement of the term of the agreement and the date the contract is entered into), (B) under which the aggregate amounts to be paid by Parent and its Subsidiaries over the remaining term of such agreement, order or commitment would reasonably be expected to exceed $100 million or (C) under which the aggregate amounts to be received by Parent and its Subsidiaries over the remaining term of such agreement, order or commitment would reasonably be expected to exceed $100 million; (viii) that is a partnership contractual royalty, production payment, net profits, earn-out or joint venture similar contract on a material property of such Party that has a value or expected value in excess of $5 million from the date hereof, excluding, however, any of the foregoing payable pursuant to any instrument with respect to Parent Real Property; (ix) each contract relating to the disposition or acquisition by Parent or any other Person of its Subsidiaries of any material business or any material amount of assets (other than in the Company Ordinary Course) with obligations remaining to be performed or Liabilities continuing after the entry into this Agreement; (x) each contract involving any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any other derivative financial instrument or contract including commodities, in each case, with a notional amount exceeding $100 million and a term of at least three years from the entry into the instrument or contract, in each case, other than contracts for the purchase and sale of coal, diesel fuel and ANFO (ammonium nitrate and fuel oil) and contracts entered into as a hedging activity in the Ordinary Course consistent with Parent’s past practice and internal policy guidelines; (xi) any joint venture, partnership or similar organizational contract involving a sharing of profits or losses by Parent or any of its Subsidiaries (or any contract, agreement or understanding involving any joint venture partner or any of its affiliates that relates to the Company Subsidiariesapplicable joint venture or the assets thereof) that is other than any contract entered into in the Ordinary Course which would not reasonably be expected to be material to the business of the Company Parent and the Company its Subsidiaries, taken as a whole whole; and (xii) any contract to which Parent or (iv) provides for the pending purchase or sale, option any of its Subsidiaries is party granting to purchase or sell, right of first refusalany Person an option, right of first offer or other right of first refusal to purchase, sell, dispose of or ground lease (by merger, by purchase or sale acquire any assets of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property Parent or any portion thereof) or of its Subsidiaries (B) other than any other asset of the Company purchase option for additional coal volumes or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of contract entered into in the type described in clauses (i) through (iv) of this Section 3.22(a) is referred Ordinary Course which would not reasonably be expected to herein be material to Parent and its Subsidiaries, taken as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contractwhole). (b) Each Collectively, the contracts set forth in Section 5.18(a), whether or not set forth in the Parent Disclosure Letter, are referred to in this Agreement as the “Parent Contracts.” A complete and correct copy of each of the Parent Contracts has been made available to the Company (provided that order forms, purchase orders and statements of work, in each case, that do not contain any restrictive covenants or other material terms, need not be made available pursuant to this sentence, but shall nonetheless constitute Parent Contracts). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each Parent Contract is (assuming due power legal, valid, binding and authority ofenforceable in accordance with its terms on Parent and each of its Subsidiaries that is a party thereto and, and due execution and delivery byto the knowledge of Parent, the each other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in the Bankruptcy and Equity Exceptionaggregate, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company a Parent Material Adverse Effect, neither Parent nor any of the Company its Subsidiaries is in breach or default under any Parent Contract nor, to the knowledge of the CompanyParent, is any other party is to any such Parent Contract in material breach of or in material default under any Material Contractthereunder, and no event has occurred that, that with the lapse of time or the giving of notice or both, both would constitute a default thereunder by Parent or its Subsidiaries, or, to the knowledge of Parent, any other party thereto. As of the entry into this Agreement, there are no disputes pending or, to the knowledge of Parent, Threatened with respect to any Parent Contract and neither Parent nor any of its Subsidiaries has received any notice of the intention of any other party to any Parent Contract to terminate for default, convenience or otherwise any Parent Contract, nor to the knowledge of Parent, is any such party threatening to do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Material Contracts. (a) The Company has made available Except for this Agreement, Contracts filed as exhibits to Parent a true and complete copy of each Contract to which the Company SEC Documents or any as set forth in Section 3.20 of the Company Subsidiaries is a party Disclosure Schedule, as of the date of this Agreement, or by which neither the Company, Company nor any of its Subsidiaries is a party to any of the following Contracts which are currently in force or under which the Company Subsidiaries has continuing liabilities or any of their respective properties or assets is bound as of the date of this Agreement, which obligations: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act); (ii) contains covenants of any Contract between the Company or any Subsidiary of the Company, on the one hand, and any officer, director or affiliate (other than a wholly-owned Subsidiary of the Company) of the Company Subsidiaries not to compete (or engage of any Subsidiary of the Company) or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 2b-2 and Rule 6a-1 of the Exchange Act), on the other hand, including any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) Contract pursuant to which the Company or any Subsidiary of the Company has an obligation to indemnify such officer, director, affiliate or family member, but not including any Company Benefit Plans; (iii) any Contract that imposes any restriction on the right or ability of the Company or any of its Subsidiaries has entered into a partnership to compete (or joint venture with any other Person that following the Effective Time will restrict the ability of Parent and its Subsidiaries (other than the Company and its Subsidiaries) to compete) with any other person in any line of business, therapeutic area or geographic region or that contains any standstill or similar agreement pursuant to which the Company or its Subsidiaries has agreed not to acquire or dispose of the securities of another person; (iv) any Contract that obligates the Company or any of its Subsidiaries (or following the Effective Time, obligates Parent or its Subsidiaries (other than the Company and its Subsidiaries)) to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” or similar covenants; (v) any material licensing agreement (other than commercial agreements which include licenses for the use of trademarks of the Company or any of its Subsidiaries) that contains indemnities or other obligation including “earnout” or other contingent payment obligations that would reasonably be expected to result in the receipt or making of future payments in excess of $250,000 in the twelve (12)-month period following the date hereof; (vi) any Company Collective Bargaining Agreement to which the Company or a Company Subsidiary is material a party; (vii) any agreement relating to the business Indebtedness of the Company and the Company Subsidiaries, taken as a whole or any of its Subsidiaries having an outstanding principal amount in excess of $250,000; (ivviii) provides for the pending purchase or sale, option to purchase or sell, any Contract that grants any right of first refusal, right of first offer or other similar right to purchasea third party (including stockholders of the Company) with respect to any material assets, sell, dispose rights or properties of the Company or ground lease its Subsidiaries; (ix) any Contract that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or business (whether by merger, by purchase or sale of stock, sale of assets or stock, by lease or otherwise) and with any outstanding obligations as of the date of this Agreement that are material to the Company or any of its Subsidiaries; (x) other than arrangements entered into in the ordinary course of business, (A) any real property (including joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company Property and its Subsidiaries or any portion thereof) or among the Company’s Subsidiaries, and (B) any other asset strategic alliance, collaboration, co-promotion or research and development project Contract, which, in the case of clause (B), is material to the Company and its Subsidiaries, taken as a whole; (xi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to (A) make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (B) make loans to the Company Subsidiary or any of its Subsidiaries, (C) pledge capital stock or other equity interests of the Company or prohibits the issuance of any guarantee or (D) grant liens on the property of the Company or any of its Subsidiaries; (xii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to any person in excess of $250,000 individually or $1,000,000 in the aggregate in the next twelve (12) months; (xiii) any settlement agreement (A) involving more than $50,000 or (B) not entered into in the ordinary course of business, in each case with a fair market value or purchase price greater than $25,000. Each instrument former employee of the type described Company or any of its Subsidiaries or an independent contractor in connection with the cessation of such employee’s or independent contractor’s employment; (xiv) any Contract that requires the Company, or any successor, to, or acquirer of the Company, to make any payment to another Person as a result of a change of control of the Company or gives another Person a right to receive or elect to receive payment from the Company in the event of a change of control of the Company; (xv) any Contract that requires or may require (A) any severance, termination, tax gross-up or similar payment in excess of $250,000, (B) any bonus, deferred compensation or similar payment in excess of $250,000 or (C) granting or accelerating the vesting of, or otherwise modify, any equity award agreement other than accelerated vesting under the Company Stock Plans; and (xvi) any Contract (A) granting the Company or any of its Subsidiaries any right to use any (1) Intellectual Property directly relating to the Company Products or (2) material Intellectual Property (other than Intellectual Property covered by clause (A)(1)), in each case, other than licenses in respect of commercially available software, (B) pursuant to which the Company or one of its Subsidiaries grants any third person the right to use (except pursuant to material transfer agreements), enforce or register any (1) Intellectual Property directly related to the Company Products, or (2) material Intellectual Property (other than Intellectual Property covered by clause (B)(1)), in each case that is owned by the Company or any of its Subsidiaries, including any license agreements, coexistence agreements and covenants not to ▇▇▇ or (C) restricting the right of the Company or its Subsidiaries to use, register, transfer, license, distribute or enforce any material Intellectual Property that is owned by the Company or any of its Subsidiaries. All contracts of the types referred to in clauses (i) through (ivxvii) above (whether or not set forth on Section 3.20 of this Section 3.22(athe Company Disclosure Schedule) is are referred to herein as a “Company Material ContractContracts.” Section 3.22(a) The Company has made available to Parent prior to the date of the Company Disclosure Schedule sets forth this Agreement a true complete and complete list correct copy of each Company Material ContractContract as in effect on the date of this Agreement. (b) Each Neither the Company nor any Subsidiary of the Company is in material breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is (assuming due power and authority of, and due execution and delivery by, in material breach of or default under the other party or parties thereto) terms of any Company Material Contract. Each Company Material Contract is a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any Subsidiary of the Company Subsidiaries northat is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Exceptions. There are no material disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract. Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party is in material breach of to any Company Material Contract to terminate for default, convenience or in material default under otherwise any Company Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Company has made available to Parent a true and complete copy Except as otherwise set forth in Confidential Schedule 3.13, none of each Contract to which the Company Legacy or any of the Company its Subsidiaries is a party to, or bound by or subject to any contract, arrangement, commitment or understanding (whether written or oral) which is in effect as of the date of this Agreementhereof (any such contract, arrangement, commitment or by which understanding in the Companyfollowing categories, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which a “Material Contract”): (A) (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K promulgated by the SECK; (ii) contains containing covenants binding upon Legacy or its Subsidiaries that restrict the ability of the Company Legacy or any of its Subsidiaries (or which, following the Company Subsidiaries not consummation of the Merger, would materially restrict the ability of the Resulting Corporation or its Subsidiaries) to compete or engage in any business or geographic area or which grant “most favored nation” status that, following the Merger, would apply to the Resulting Corporation or any of its Subsidiaries; (iii) that could require the disposition of any material assets or line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent of Legacy or its pre-Closing Affiliates Subsidiaries or, after the Effective Time, the Resulting Corporation or any of its Subsidiaries; or (iv) that prohibits or limits the right of Legacy or any of its Subsidiaries to sell or distribute any products or services in any material respect; (B) (i) involving commitments to others to make capital expenditures or capital asset purchases or capital asset sales in excess of $250,000 per contract; or (ii) involving expenditures or commitments to purchase relating to information technology of an amount or value in excess of $250,000 over its remaining term; (C) relating to any direct or indirect indebtedness for borrowed money of Legacy or any of its Subsidiaries (including loan agreements, lease purchase arrangements, guarantees, agreements to purchase goods or services or to supply funds or other undertakings on which others rely in extending credit, but excluding deposits received in the ordinary course of business), or any conditional sales contracts, chattel mortgages and other security arrangements with respect to personal property and any equipment lease agreements involving payments to or by Legacy or any of its Subsidiaries in excess of $250,000 over the remaining term; (D) other than pursuant to Employee Plans, providing for payments to be made by Legacy or any of its Subsidiaries upon a change in control thereof; (E) that may not be cancelled by Prosperity, Legacy or any of their respective Subsidiaries without payment of a penalty or termination fee equal to or greater than $250,000 (assuming such contract was terminated on the Closing Date); (F) containing any standstill or similar agreement pursuant to which Legacy or its Subsidiaries has agreed not to acquire assets or securities of another person; (G) that is entered into, or has been entered into in the two years prior to the date hereof, with: (i) any Affiliate of Legacy; (ii) any current or former director or executive officer or any Person beneficially owning five percent or more of the outstanding Legacy Shares; or (iii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a Person identified in clauses (i) or (ii) of this subsection; (H) that contains a put, call or similar right pursuant to which the Company Legacy or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or any assets; (I) which relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the Company Subsidiaries has entered into a formation, creation or operation, management or control of any partnership or joint venture with any third parties; (J) that involves performance of services or delivery of goods or materials to, or expenditures by, Legacy or any of its Subsidiaries of an amount or value in excess of $250,000 over its remaining term, other Person than loans, funding arrangements, OREO-related arrangements and other transactions made in the ordinary course of the banking or trust business; (K) relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) in respect of which there are any remaining material obligations (other than contracts relating to the Company acquisition or sale of other real estate owned); (L) granting to a Person any right, license, covenant not to ▇▇▇ or other right in the Proprietary Rights or grants to Legacy or any of its Subsidiaries a license or other right to any Proprietary Rights (including licenses to software, other than licenses to shrink-wrap or click-wrap software), in each case that involves the Company payment of more than $100,000 per annum or is material to the conduct of the business of Legacy or any of its Subsidiaries; (M) relating to the lease of real property or for the lease of personal property providing for annual payments of $100,000 or more; or (N) is otherwise not entered into in the ordinary course of business or that is material to the business Legacy or its Subsidiaries or its or their financial condition or results of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000operations. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on Legacy or one of the Company its Subsidiaries, as applicable, and in full force and effect, and none of Legacy or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company its Subsidiaries noror, to the knowledge Best Knowledge of the CompanyLegacy, any other party counterparty thereto, is in material breach of or in material default under any Material Contract, and no there has not occurred any event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by Legacy or any of its Subsidiaries, except as would not, individually or in the aggregate, reasonably be likely to result in a Material Adverse Change in Legacy. True, correct and complete copies of all Material Contracts have been made available to Prosperity. Neither Legacy nor any of its Subsidiaries, to the Best Knowledge of Legacy, has received notice of, any violation of any Material Contract by any party theretoof the other parties thereto which would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Change in Legacy.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a3.17(a) of the Company Disclosure Schedule sets forth a true list (in effect as of the date of this Agreement) of all of the Contracts of the Company or its Subsidiaries which are material to the business and/or assets of the Company or any of its Subsidiaries (the “Material Contracts”), including each of the following Contracts (and complete list each amendment or modification thereto), excluding purchase orders and sales orders made in the ordinary course of each Material business consistent with past practices: (i) Benefit Plan listed or required to be listed on Section 3.13(b) of the Company Disclosure Schedule; (ii) employment, consulting, severance, retention, termination, parachute or change-of-control Contract, arrangement or understanding listed or required to be listed on Section 3.13(a) of the Company Disclosure Schedule; (iii) collective bargaining agreement or other Contract of the Company or any of its Subsidiaries with any labor union; (iv) Contract under which the Company or any of its Subsidiaries has advanced or loaned or agreed to advance or loan to any other Person amounts exceeding $10,000 in the aggregate; (v) Contract of the Company or any of its Subsidiaries relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Company and its Subsidiaries; (vi) Contract by which the Company or any of its Subsidiaries guarantees, endorses or otherwise becomes or is contingently liable upon the Liability of any other Person (other than by endorsements of instruments in the ordinary course of collection), or guaranties of the payment of dividends or other distributions upon the shares of any other Person; (vii) Contract between the Company or any of its Subsidiaries with any Significant Customer; (viii) Contract under which the Company or one of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (ix) Contract under which the Company or one of its Subsidiaries is lessor of or permits any other Person to hold or operate any property, real or personal, owned or controlled by the Company or one of its Subsidiaries other than immaterial rights of way, easements, covenants or similar rights to real property; (x) Contract of the Company or any of its Subsidiaries that is a settlement, conciliation or similar agreement requiring payment as of or after the execution date of this Agreement of consideration in excess of $25,000; (xi) material Contract of the Company or any of its Subsidiaries relating to any intangible property (including any Intellectual Property) or any other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any Intellectual Property; (xii) warranty agreement of the Company or any of its Subsidiaries relating to the services rendered by it; (xiii) Contract of the Company or any of its Subsidiaries with a term of more than twelve (12) months which is not terminable by the Company or one of its Subsidiaries upon less than thirty (30) days’ notice without material penalty and involves a consideration in excess of $50,000 per Contract annually; (xiv) Contract prohibiting the Company or any of its Subsidiaries from freely engaging in business in any jurisdiction in the world in any material respect; (xv) Contract of the Company or any of its Subsidiaries with respect to capital expenditures in excess of $25,000; (xvi) Medicare or Medicaid Contract to which the Company or any of its Subsidiaries is a party, or to which any of their respective assets or properties are subject; (xvii) Contract of the Company or any of its Subsidiaries with any Governmental Authority; and (xviii) power of attorney, proxy or similar Contract of the Company or any of its Subsidiaries. (b) Each Material The Company has provided to Parent true and complete copies of each written Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties theretoset forth in Section 3.17(a) a valid and binding obligation of the Company or Disclosure Schedule and a written summary of the material terms of each oral Contract set forth in Section 3.17(a) of the Company Subsidiaries party theretoDisclosure Schedule. Except as disclosed in Section 3.17(b) of the Company Disclosure Schedule, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither (i) neither the Company nor any of the Company its Subsidiaries noris, nor to the knowledge of the Company’s knowledge, is any other party is in material breach of or party, in material default under any Material Contract, Contract and no (ii) there has not occurred any event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder material default. All Material Contracts to which the Company or any of its Subsidiaries is a party, or by which any party theretoof their respective material assets are bound, are valid and binding, in full force and effect and enforceable against the Company or any such Subsidiary, as the case may be, and to the Company’s knowledge, the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. (c) Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities relating to the purchase or sale of any business, entity or assets, including under any escrow, indemnity or security agreement (or similar agreement).

Material Contracts. (ai) Except for Contracts (including all amendments and modifications thereto) filed as exhibits to the Company Reports as of the date of this Agreement, any Benefit Plan, or as set forth in Section 5.1(k)(i) of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any Contract (a Contract described by clauses (A) through (M) of this Section 5.1(k)(i), including Contracts and all amendments and modifications thereto filed or required to be filed as exhibits to the Company Reports, being hereinafter referred to as a “Material Contract”): (A) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (B) that contains any (x) noncompete or exclusivity provisions to which the Company or any of its Subsidiaries is subject that would, after the Effective Time, materially restrict the ability of Parent or any of its Subsidiaries (other than the Company or any of its Subsidiaries) to compete in any line of business or geographic area, (y) most favored customer pricing or any other similar pricing restrictions in favor of a customer of the Company or any of its Subsidiaries who, in the year ended December 31, 2021, was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); (C) that provides for a material partnership, joint venture, collaboration or similar material arrangement; (D) that is (x) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing Indebtedness of any Person in excess of $5 million except for any Contract solely among or between the Company and any of its wholly owned Subsidiaries or (y) hedging, derivative, swaps or other similar Contract; (E) that relates to the acquisition or disposition of any Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) and includes a minimum purchase, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries; (F) that is a Real Property Lease for a property with square footage in excess of 100,000 square feet; (G) that is a settlement agreement that (x) requires payment by the Company or any of its Subsidiaries after the date hereof in excess of $1 million or (y) imposes non-monetary obligations or restrictions on the Company or any of its Subsidiaries after the date of this Agreement which obligations or restrictions would apply to Parent or its Affiliates (including the Company and its Subsidiaries) following the Closing; (H) relating to the pending acquisition or disposition of any Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) having an aggregate purchase price in excess of $25 million; (I) relating to (x) the licensing of Intellectual Property Rights by the Company (whether as licensee or licensor) that is material to the Company and its Subsidiaries, taken as a whole or (y) the development of any material Intellectual Property Rights owned or used by the Company (in each case, excluding (1) non-exclusive licenses for unmodified, commercial off the shelf computer software, (2) non-exclusive licenses entered into in the ordinary course of business, and (3) agreements with employees or independent contractors on the Company’s standard form of agreement); (J) with any customer of the Company or any of its Subsidiaries who, in the year ended December 31, 2021 was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); or (K) with any vendor of the Company or any of its Subsidiaries who, in the year ended December 31, 2021, was one of the ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business). (ii) The Company has made available to Parent a true prior to the date of this Agreement accurate and complete copy copies of all written Material Contracts required to be identified in Section 5.1(k)(i) of the Company Disclosure Schedule, including all amendments thereto, as in effect as of the date of this Agreement. (iii) As of the date of this Agreement, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Material Contract to which is a valid and binding agreement of the Company or any of its Subsidiaries party thereto, enforceable against the Company or any of its Subsidiaries and, to the Knowledge of the Company, each other party thereto in accordance with its terms, and is in full force and effect, subject in each case to the Bankruptcy and Equity Exception (and subject to the termination or expiration of any such Material Contract after the date of this Agreement in accordance with its terms). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a party Material Adverse Effect, neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, as of the date of this Agreement, no other party thereto, is (or with or without notice or lapse of time would be) in default or breach under the terms of any such Material Contract and no event has occurred (with respect to defaults or breaches by which any other party thereto, to the Knowledge of the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement) that (with or without notice or lapse of time) will, which or would reasonably be expected to, (iA) is constitute such a “material contract” within the meaning of Item 601(b)(10violation or breach, (B) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with give any Person in the right to accelerate the maturity or performance of any geographic areaMaterial Contract or (C) give any Person the right to cancel, in each case, terminate or modify in a manner that is material adverse to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except as set forth in Section 3.9(a) of the Company Disclosure Letter, as of the date hereof, neither of the Company nor any of its Subsidiaries is a party as of the date of this Agreement, to or bound by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which any: (i) is contract (other than this Agreement or a “Company Plan) that would be required to be filed by the Company as a material contract” within the meaning of contract pursuant to Item 601(b)(10) of Regulation S-K promulgated by of the SEC; (ii) contains covenants indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of the Company Indebtedness or any agreement providing for Indebtedness in excess of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time$10,000,000; (iii) written contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of product in the ordinary course of business); (iv) collective bargaining agreement; (v) written contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of the Company its Subsidiaries has entered into would be required to purchase or sell, as applicable, any equity interests of any Person; (vi) settlement agreement or similar agreement with a partnership Governmental Entity or joint venture with any other Person (other than Order to which the Company or any of its Subsidiaries is a party involving future performance by the Company Subsidiariesor any of its Subsidiaries which is material; (vii) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides contract providing for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property indemnification (including any Company Property obligations to advance funds for expenses) of the current or any portion thereof) former directors or (B) any other asset officers of the Company or any of its Subsidiaries; or (viii) other contract (other than this Agreement, purchase orders for the purchase of inventory or agreements between the Company Subsidiary with a fair market value and any of its wholly owned Subsidiaries or purchase price greater than between any of the Company’s wholly owned Subsidiaries) under which the Company and its Subsidiaries are obligated to make or receive payments in the future in excess of $25,00010,000,000 per annum or $20,000,000 during the life of the contract. Each instrument of the type such contract described in clauses (i) through (iv) of this Section 3.22(ai)-(viii) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract.” (b) Each Except as would not reasonably be expected to have, individually or in the aggregate, a Material Contract is Adverse Effect, (assuming due power and authority of, and due execution and delivery by, the other party or parties theretoi) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither neither the Company nor any of the Company its Subsidiaries noris (and, to the knowledge Knowledge of the Company, any no other party is is) in material breach of or in material default under any Material Contract, (ii) each of the Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, (iii) the Company and its Subsidiaries have performed all respective material obligations required to be performed by them to date under the Material Contracts, are not and no event has occurred thatcircumstance exists, which (with or without the lapse of time or the giving of notice notice, or both) would cause them to be, would constitute a default in breach thereunder by and (iv) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party theretohas threatened to terminate, any Material Contract.

Material Contracts. (a) The Company has made available to Parent a true and complete copy Section 4.08(a) of the Disclosure Schedules lists each Contract of the following Contracts to which any Asset Seller or the Acquired Company is a party or by which it is bound, in each case that relate primarily to the Business or the Purchased Assets: (i) all Contracts involving aggregate consideration in excess of $1,000,000 that cannot be cancelled without penalty on not more than 120 days’ notice; (ii) all Contracts that provide for the indemnification of any Person or the assumption of any Tax or other Liability of any Person; (iii) all Contracts with any Governmental Authority (“Government Contracts”); (iv) all Contracts for the sale of any of the Company Subsidiaries is a party as of Purchased Assets or for the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not grant to compete or engage in any line of business or compete with any Person in of any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or selloption, right of first refusal, right of first offer refusal or other preferential or similar right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company Purchased Assets; and (v) all collective bargaining agreements or Contracts with any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractUnion. (b) Each Assigned Contract and GCA Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of on the Acquired Company or the Company Subsidiaries party theretoAsset Sellers, subject to the Bankruptcy and Equity Exceptionas applicable, except to the extent they have previously expired or terminated in accordance with their termsits terms and is in full force and effect, except insofar as enforceability may be limited by bankruptcy, insolvency, moratorium or other Laws which may affect creditors' rights and remedies generally and by principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither the Company nor any None of the Asset Sellers or the Acquired Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under (or is alleged to be in breach of or default under) any Assigned Contract or GCA Material Contract in any material respect, or has provided or received any written notice of any intention to terminate any Assigned Contract or GCA Material Contract. To the Knowledge of Sellers, and no event or circumstance has occurred that, with the notice or lapse of time or the giving of notice or both, would constitute a material event of default thereunder by under any party theretoAssigned Contract or GCA Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Assigned Contract and GCA Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyers. There are no material disputes pending or, to the Knowledge of Sellers, threatened under any Assigned Contract or GCA Material Contract.

Material Contracts. (a) The Except as set forth in the Disclosure Letter or the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and as permitted pursuant to Section 5.1 hereof, neither the Company has made available nor any of its Subsidiaries is a party to Parent a true and complete copy or bound by: (i) any agreement relating to the incurring or guarantee of each Contract to which Indebtedness by the Company or any of its Subsidiaries in an amount in excess of US$250,000 in the aggregate, including any such agreement which contains provisions that restrict, or may restrict, the conduct of business of the issuer thereof as currently conducted (collectively, “Instruments of Indebtedness”); (ii) any agreement providing for the indemnification, in excess of US$250,000, by the Company Subsidiaries is or a party as of the date of this Agreement, or by which the Company, any Subsidiary of the Company Subsidiaries or of any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (iii) any joint venture, partnership or similar agreement; (iv) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries not to compete own, operate, sell, transfer, pledge or engage in otherwise dispose of any line of business material assets or compete with business; (v) any Person in contract or agreement providing for any geographic areapayments that are conditioned, in each casewhole or in part, in on a manner change of control of the Company or any of its Subsidiaries, or that is will have increased benefits, or accelerated vesting of benefits due to the consummation of the transactions contemplated hereby (including the Tender Offer); (vi) any collective bargaining agreement; (vii) any agreement material to the Company and the Company its Subsidiaries, taken as a whole, pertaining to the acquisition, transfer, development, sharing, licensing or would bind Parent use of or its pre-Closing Affiliates after the Effective Time; granting any right to use or practice any rights under any Intellectual Property; (iiiviii) any agreements pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership leases or joint venture with subleases any other Person material real property from or to third parties; (other than the Company ix) any contract or any of the Company Subsidiaries) that is agreement material to the business of the Company and the Company its Subsidiaries, taken as a whole or (iv) provides whole, providing for the pending purchase outsourcing or saleprovision of servicing of customers, option to purchase technology or sell, right product offerings of first refusal, right of first offer the Company or other right to purchase, sell, dispose of or ground lease its Subsidiaries; (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (Ax) any real property (including employment or consulting contract with any Company Property or any portion thereof) or (B) any other asset current executive officer of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type Company or any member of the Company Board or the board of directors of any Company Subsidiary; or (xi) any other contract or other agreement not made in the ordinary course of business consistent with past practice that (A) is not within any of the other categories described in this Section 3.7(a) but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of US$500,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Tender Offer, the Capital Contribution, the Restructuring or any of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012 and the agreements, contracts and obligations listed in clauses (i) through (ivxi) of this Section 3.22(a) is being referred to herein as a “Company Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractContracts”). (b) Section 3.7(a) of the Disclosure Letter sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to the Purchasers. (c) Each Company Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on the Company (or, to the extent a Subsidiary of the Company or the Company Subsidiaries party theretois a party, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries norsuch Subsidiary) and, to the knowledge of the Company, any other party thereto, and each Company Material Contract is in material full force and effect. Neither the Company nor any of its Subsidiaries is in breach of or in material default under any Company Material Contract, and no event has occurred that, Contract or is aware of any condition that with the lapse passage of time or the giving of notice or bothboth would result in such a breach or default, except in each case where any such breaches or defaults have not had and would constitute not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default thereunder under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party theretothereto except where any such violations or defaults have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Material Contracts. (a) The Company has made available to Parent For purposes of this Agreement, a true and complete copy of each Contract to “Material Contract” shall mean any Contract, other than the Related Agreements, by which the Company or any of the Company its Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, hereof which (i) is a “material contract” within required to be disclosed in the meaning of Company SEC Reports pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; , (ii) contains covenants restricts the ability of the Company or any of its Subsidiaries to pay dividends or make distributions, (iii) (A) restricts in any material respect the Company Subsidiaries not Company’s or any of its Subsidiaries’ ability to compete or engage in any line of business or compete with any Person other entities in any geographic areaarea in favor of any Person other than the Company or any of its Subsidiaries, (B) contains any covenant granting “most favored nation” or similar status to any Person that, following consummation of the Merger, would restrict actions in each caseany material respect taken by Parent, the Surviving Entity or their respective Subsidiaries or Affiliates or (C) following the consummation of the Merger, would obligate Parent, the Surviving Entity or their respective Subsidiaries or Affiliates to conduct business on an exclusive or preferential basis with any Person, (iv) obligates the Company or any of its Subsidiaries to make non-contingent, aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in a manner that excess of $200,000 (but specifically excluding any leases of real property), which Contract is not cancelable within ninety (90) days without material penalty to the Company and or any of its Subsidiaries, (v) contains (A) an option, right of first offer, right of first refusal or otherwise requires the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after Subsidiaries to dispose of or acquire any individual asset (or assets) with a value in excess of $100,000 or (B) any takedown or profit participation agreements (vi) requires material commission payments or royalty payments (including with respect to mineral and water rights) other than brokerage fees in the Effective Time; ordinary course of business consistent with past practice, (iiivii) contains put, call or similar rights pursuant to which the Company or any of the Company its Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option could be required to purchase or sell, right sell equity interests of first refusal, right of first offer any Person or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with that have a fair market value or purchase price greater than in excess of $25,000. Each instrument 200,000, (viii) contains a license or other right granted by or to the Company or any of its Subsidiaries with respect to any Intellectual Property that is material to the type described in clauses conduct of their business (iexcluding license of commercially available, non-customized software granted to the Company or any of its Subsidiaries and used for internal purposes only), (ix) through constitutes a joint venture, partnership, limited liability company agreement or other similar Contract between the Company or any of its Subsidiaries, on the one hand, and any third party, on the other hand, (iv) of this Section 3.22(ax) is referred an indenture, credit agreement, loan agreement, security agreement, guarantee, bond or any other Contract related to herein as a “Material Contract.” Section 3.22(a) Indebtedness for borrowed money of the Company Disclosure Schedule sets or any of its Subsidiaries, in each case having an outstanding principal amount in excess of $250,000, individually, other than any such Contract between or among the Company and any of its Subsidiaries, (xi) constitutes a loan to any Person by the Company or its Subsidiaries (other than to a wholly-owned Subsidiary of the Company) other than in the ordinary course of business consistent with past practice, (xii) is a Contract between the Company or any of its Subsidiaries with any labor union, works council, or labor-related organization (a “Collective Bargaining Agreement”), (xiii) is a Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which the Company or a Subsidiary will have any material outstanding obligation after the date of this Agreement, (xiv) constitutes a regulatory agreement or similar Contract that requires that any portion of any Owned Real Property be leased or sold to any Persons set forth in such agreement or on specified terms and conditions, (xv) is a true Contract that is for the employment or engagement of any Person on a full-time or part-time basis, including directors, employees, and complete list independent contractors at annual compensation in excess of $100,000 (other than offer letters for at-will employment that can be terminated by the Company at any time with no liability), (xvi) obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, trustees, employees and agents of the Company or any of its Subsidiaries or, except in the ordinary course of business, any other Person, (xvii) contains a standstill or similar provision pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of the other Person or any of its Affiliates, (xviii) is a Material Real Property Lease or (xix) relates to (A) the acquisition, directly or indirectly, of assets or capital stock or other securities (by merger, capital contribution or otherwise) of any Person or (B) the disposition, directly or indirectly, of assets of the Company or its Subsidiaries, in each Material Contractcase with a total consideration in excess of $250,000 since January 1, 2014. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on the Company (and/or each such Subsidiary of the Company or the Company Subsidiaries party thereto) and is in full force and effect, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither neither the Company nor any of the Company its Subsidiaries party thereto, nor, to the knowledge of the Company, any other party thereto, is in material breach of of, or in material default under under, any such Material Contract, and no event has occurred that, that with the notice or lapse of time or the giving of notice or both, both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto, except for such failures to be in full force and effect and such breaches and defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of any violation or default under any Material Contract, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, neither the Company nor any of its Subsidiaries has received written notice of termination of any Material Contract except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) The Company has made available to Subsections (i) through (vii) of Section 4.16 of the Parent Disclosure Schedule contain a true and complete copy list of each Contract the following types of Contracts to which the Company Parent or any of the Company Subsidiaries Parent Subsidiary is a party as of the date of this Agreement, or by which the Company, any hereof (such Contracts as are required to be set forth in Section 4.16(a) of the Company Subsidiaries or any of their respective properties or assets is bound Parent Disclosure Schedule being referred to as of the date of this Agreement, which “Material Parent Contracts”): (i) is a “material contract” within all Contracts that are not for the meaning purchase, sale, processing or tolling of Item 601(b)(10) metal and that are reasonably expected to involve consideration of Regulation S-K promulgated by more than $500,000, in the SEC; aggregate, in any calendar year; (ii) contains covenants of the Company all Contracts evidencing outstanding indebtedness for money borrowed and capital lease obligations (including, without limitation, any Contract pursuant to which Parent or any Parent Subsidiary has sold, conveyed or otherwise transferred, or granted a security interest in, receivables) in a principal amount of $1,000,000 or more (“Parent Debt Agreement”); (iii) all Contracts for the Company Subsidiaries not purchase, sale, processing or tolling of metal for an amount in excess of $5,000,000; (iv) all leases of real property leased for the use or benefit of Parent or any Parent Subsidiary; (v) all Contracts that limit, or purport to limit, the ability of Parent or any Parent Subsidiary to compete or engage in any line of business or compete with any Person person or entity or in any geographic areaarea or during any period of time; (vi) all material broker, in each casedistributor, in a manner that is material dealer, manufacturer’s representative, franchise, agency, market research, marketing consulting and advertising Contracts to the Company and the Company Subsidiaries, taken as a whole, or would bind which Parent or its pre-Closing Affiliates after any Parent Subsidiary is a party; and (vii) all management Contracts (excluding Contracts for employment) and Contracts with other consultants, including any Contracts involving the Effective Time; (iii) pursuant payment of royalties or other amounts calculated based upon the revenues or income of Parent or any Parent Subsidiary or income or revenues related to any product of Parent or any Parent Subsidiary to which the Company Parent or any of the Company Subsidiaries has entered into Parent Subsidiary is a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contractparty. (b) Each Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of the Transactions or otherwise prevent or materially delay Parent from performing its obligations under this Agreement and would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect: (i) each Material Parent Contract is (assuming due power and authority ofa legal, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation agreement; (ii) neither Parent nor any Parent Subsidiary is in breach or violation of, or default under, any Material Parent Contract and, as of the Company or the Company Subsidiaries party theretodate hereof, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company neither Parent nor any Parent Subsidiary has received any claim of default under any Material Parent Contract; (iii) to Parent’s knowledge, as of the Company Subsidiaries nordate hereof, to the knowledge of the Company, any no other party is in breach or violation of, or default under, any Material Parent Contract; and (iv) neither the execution of this Agreement nor the consummation of any Transactions shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the material breach rights of Parent or in material default any Parent Subsidiary under any Material Parent Contract. Parent has furnished or made available to the Company true and complete copies of all Material Parent Contracts, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by including any party amendments thereto.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a3.17(a) of the Company Disclosure Schedule sets forth a true list (in effect as of the date of this Agreement) of all of the Contracts of the Company or its Subsidiaries which are material to the business and/or assets of the Company or any of its Subsidiaries (the “Material Contracts”), including each of the following Contracts (and complete list each amendment or modification thereto), excluding purchase orders and sales orders made in the ordinary course of each Material business consistent with past practices: (i) Benefit Plan listed or required to be listed on Section 3.13(b) of the Company Disclosure Schedule; (ii) employment, consulting, severance, retention, termination, parachute or change-of-control Contract, arrangement or understanding listed or required to be listed on Section 3.13(a) of the Company Disclosure Schedule; (iii) collective bargaining agreement or other Contract of the Company or any of its Subsidiaries with any labor union; (iv) Contract under which the Company or any of its Subsidiaries has advanced or loaned or agreed to advance or loan to any other Person amounts exceeding $10,000 in the aggregate; (v) Contract of the Company or any of its Subsidiaries relating to borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any asset or group of assets of the Company and its Subsidiaries; (vi) Contract by which the Company or any of its Subsidiaries guarantees, endorses or otherwise becomes or is contingently liable upon the Liability of any other Person (other than by endorsements of instruments in the ordinary course of collection), or guaranties of the payment of dividends or other distributions upon the shares of any other Person; (vii) Contract between the Company or any of its Subsidiaries with any Significant Customer; (viii) Contract under which the Company or one of its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other Person, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $50,000; (ix) Contract under which the Company or one of its Subsidiaries is lessor of or permits any other Person to hold or operate any property, real or personal, owned or controlled by the Company or one of its Subsidiaries other than immaterial rights of way, easements, covenants or similar rights to real property; (x) Contract of the Company or any of its Subsidiaries that is a settlement, conciliation or similar agreement requiring payment as of or after the execution date of this Agreement of consideration in excess of $25,000; (xi) material Contract of the Company or any of its Subsidiaries relating to any intangible property (including any Intellectual Property) or any other agreements affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any Intellectual Property; (xii) warranty agreement of the Company or any of its Subsidiaries relating to the services rendered by it; (xiii) Contract of the Company or any of its Subsidiaries with a term of more than twelve (12) months which is not terminable by the Company or one of its Subsidiaries upon less than thirty (30) days’ notice without material penalty and involves a consideration in excess of $50,000 per Contract annually; (xiv) Contract prohibiting the Company or any of its Subsidiaries from freely engaging in business in any jurisdiction in the world in any material respect; (xv) Contract of the Company or any of its Subsidiaries with respect to capital expenditures in excess of $25,000; (xvi) Medicare or Medicaid Contract to which the Company or any of its Subsidiaries is a party, or to which any of their respective assets or properties are subject; (xvii) Contract of the Company or any of its Subsidiaries with any Governmental Authority; and (xviii) power of attorney, proxy or similar Contract of the Company or any of its Subsidiaries. (b) Each Material The Company has provided to Parent true and complete copies of each written Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties theretoset forth in Section 3.17(a) a valid and binding obligation of the Company or Disclosure Schedule and a written summary of the material terms of each oral Contract set forth in Section 3.17(a) of the Company Subsidiaries party theretoDisclosure Schedule. Except as disclosed in Section 3.17(b) of the Company Disclosure Schedule, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither (i) neither the Company nor any of the Company its Subsidiaries noris, nor to the knowledge of the Company’s knowledge, is any other party is in material breach of or party, in material default under any Material Contract, Contract and no (ii) there has not occurred any event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder material default. All Material Contracts to which the Company or any of its Subsidiaries is a party, or by which any party theretoof their respective material assets are bound, are valid and binding, in full force and effect and enforceable against the Company or any such Subsidiary, as the case may be, and to the Company’s knowledge, the other parties thereto in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally and to the general principles of equity. (c) Except as disclosed in Section 3.17(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liabilities relating to the purchase or sale of any business, entity or assets, including under any escrow, indemnity or security agreement (or similar agreement). (d) Each of the Voting Agreement and the Contribution Agreement is in full force and effect and enforceable against the parties thereto as of the date hereof and shall be in full force and effect and enforceable against the parties thereto at the Effective Time.

Material Contracts. (a) The Except for the contracts, leases, licenses, commitments, and other instruments (collectively, the “Company has made available Contracts”) specifically disclosed in the Company Filed SEC Reports or set forth in Section 5.14 of the Company Disclosure Schedule, as of the date hereof, neither Company nor any of its Subsidiaries is a party to Parent a true or bound by: (i) any material partnership, joint venture or other similar agreement or arrangement; (ii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property, in either case whether incurred, assumed, guaranteed or secured by an asset and complete copy of each Contract to which an amount, together with all such other agreements, in excess of U.S. $5,000,000 other than in the ordinary course of business consistent with past practice in connection with the purchases by Company or any of its Subsidiaries of wireless handset products for sale and resale; or (iii) any agreement containing any provision or covenant limiting the Company Subsidiaries is a party as ability of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company its Subsidiaries not to compete or engage in any line of business or compete (with respect to the businesses conducted on the date hereof) with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Material Company Contract specifically disclosed in any Company Filed SEC Report or required to be disclosed pursuant to this Section 5.14 is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy in full force and Equity Exception, effect except to the extent they have it has previously expired or terminated in accordance with their its terms. Neither Except as set forth in Section 5.14 of the Company Disclosure Schedule or except as could not reasonably be expected to prevent or materially delay consummation of the Transaction or otherwise prevent or materially delay Company from performing its obligations under this Agreement and could not reasonably be expected to have a Company Material Adverse Effect, neither Company nor any of the Company its Subsidiaries norhas (i) violated any provision of, or committed or failed to the knowledge of the Companyperform any act which with or without notice, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, both would constitute a default thereunder under the provisions of, any Company Contract or (ii) waived any right it may have under any of the Company Contracts. Unless such document is made available on a website designated by the SEC, correct and complete copies of all Company Contracts (or correct and complete narrative descriptions of any party theretooral Company Contracts) specifically disclosed in any Company Filed SEC Report or required to be disclosed pursuant to this Section 5.14 have previously been provided or made available to Parent.

Material Contracts. (a) The Company has made available Except for this Agreement and except for Contracts filed as exhibits to the Parent a true and complete copy of each Contract to which the Company SEC Reports or any as set forth in Section 4.17 of the Company Parent Disclosure Schedule, as of the date hereof, none of Parent or its Subsidiaries is a party as to nor are any of Parent’s or its Subsidiaries’ properties or assets bound by: (i) any Contract that would be required to be filed by Parent pursuant to Item 19 and paragraph 4 of the date Instructions to Exhibits of this AgreementForm 20-F under the Exchange Act; (ii) any Contract relating to the formation, creation, operation, management or control of a partnership, joint venture, limited liability company or similar arrangement; (iii) any Contract involving the payment or receipt of amounts by Parent or its Subsidiaries, or by which relating to indebtedness for borrowed money or any financial guaranty, of more than US$10,000,000; (iv) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the Company, any ability of the Company Subsidiaries Parent or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company its Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each caseindustry or line of business; (v) any Contract that contains a put, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, call or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) similar right pursuant to which the Company Parent or any of the Company its Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option could be required to purchase or sell, right as applicable, any equity interests of first refusal, right of first offer any Person or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with that have a fair market value or purchase price greater of more than $25,000. Each instrument US$10,000,000; (vi) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of Parent or any of its Subsidiaries, (B) pledging of share capital of Parent or any of its Subsidiaries or (C) issuance of guaranty by Parent or any of its Subsidiaries; (vii) any Parent IP Agreements other than agreements for Off-the-Shelf Software; and (viii) any Contract between Parent or any of its Subsidiaries and any director or executive officer of Parent or any Person beneficially owning five percent or more of the type outstanding Parent Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act (all such Contracts described in clauses (i) through (ivviii) of this Section 3.22(a) is referred to herein as a collectively, the “Parent Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractContracts”). (b) Each of the Parent Material Contract is (assuming due power and authority of, and due execution and delivery by, Contracts constitutes the other party or parties thereto) a valid and legally binding obligation of the Company Parent or the Company Subsidiaries party theretoits Subsidiaries, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated enforceable in accordance with their termsits terms and is in full force and effect. Neither the Company nor There is no default under any of the Company Subsidiaries norParent Material Contract so listed either by Parent or, to the knowledge of the CompanyParent’s knowledge, by any other party is in material breach of or in material default under any Material Contractthereto, and no event has occurred that, that with the lapse of time or the giving of notice or both, both would constitute a default thereunder by Parent or, to Parent’s knowledge, any other party, in each case except as would not individually or in the aggregate, have a Parent Material Adverse Effect. (c) No party theretoto any such Parent Material Contract has given notice to Parent of or made a claim against Parent with respect to any material breach or default thereunder.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except as set forth in Section 3.19 of the Company Subsidiaries is a party Disclosure Schedule and except for Company Benefit Plans, as of the date of this Agreement, or by which neither the Company, Company nor any of the Company its Subsidiaries is a party to or any of their respective properties or assets is bound as of the date of this Agreement, which by: (i) is a any “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; ); (ii) contains covenants any Contract between the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any Subsidiary of the Company or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any Subsidiary of the Company has an obligation to indemnify such officer, director, Affiliate or family member; (iii) any Contract that imposes any restriction on the right or ability of the Company, any of its Subsidiaries not or any Affiliate of them, to compete with any other person in any line of business or geographic region, or solicit any customer (or that following the Effective Time will restrict the right or ability of Parent or its Subsidiaries to engage in any line of business or compete with any Person in any geographic area) excluding any Contracts with sales representatives or distributors; (iv) any Contract that obligates the Company or any of its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or which contains a “most favored nation” or similar covenant excluding any Contracts with sales representatives or distributors; (v) any acquisition or divestiture Contract that contains any “earnout” or other contingent payment obligations that are outstanding obligations of the Company or any of its Subsidiaries as of the date of this Agreement; (vi) a mortgage, indenture, security agreement, guaranty, pledge or other agreement or instrument relating to Indebtedness (other than accounts receivable or accounts payable in each casethe ordinary course of business and consistent with past practice) in an amount in excess of $500,000 in the aggregate; (vii) any Contract that grants any right of first refusal or right of first offer or similar right with respect to any assets, rights or properties of the Company or its Subsidiaries that are material; (viii) any Contract that provides for the acquisition or disposition by the Company or any of its Subsidiaries of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or a manner business (whether by merger, sale of stock or otherwise) that is contains ongoing obligations that are material to the Company and the Company Company’s Subsidiaries, taken as a whole; (ix) any joint venture, partnership or would bind Parent limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its pre-Closing Affiliates after Subsidiaries or among the Effective Time; Company’s Subsidiaries; (iiix) pursuant to which any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the Company Subsidiaries has entered into a partnership or joint venture with any other Person case may be, (other than B) to make loans to the Company or any of its Subsidiaries, or (C) to grant Liens on the property owned by the Company or any of its Subsidiaries; (xi) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person, except for (A) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (B) extended payment terms for customers in the ordinary course of business or (C) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or employee of the Company not in excess of $150,000 individually; (xii) any settlement agreement (A) with a Governmental Entity, (B) that is material requires the Company and its Subsidiaries to pay more than $250,000 after the date of this Agreement or (C) imposes any restrictions on the business of the Company or its Subsidiaries; (xiii) any Contract with a Top Customer, Top Distributor or Top Supplier (excluding, for clarity, purchase orders issued in the ordinary course of business, confidentiality agreements, statements of work and other ancillary agreements); (xiv) any Contract that involved the payment of more than $1,000,000 by the Company Subsidiariesand its Subsidiaries in the fiscal year ended March 31, taken as a whole 2017 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in the fiscal year ending March 31, 2018 (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of excluding Contracts (A) any real property (including any Company Property with customers, distributors, suppliers or any portion thereof) Representatives or (B) that are purchase orders issued in the ordinary course of business); (xv) any Contract that involved the receipt of more than $1,000,000 by the Company and its Subsidiaries in the fiscal year ended March 31, 2017 or that is expected to result in the receipt of such amount by the Company and its Subsidiaries in the fiscal year ending March 31, 2018 (excluding Contracts (A) with customers, distributors, suppliers or Representatives or (B) that are purchase orders issued in the ordinary course of business); (xvi) any Contract relating to the supply of any item used by the Company or a Subsidiary of the Company that is a sole source of supply of any raw material, component or service and under which the Company paid more than $1,000,000 to the relevant supplier in the fiscal year ended March 31, 2017 or that is expected to result in the payment of such amount by the Company and its Subsidiaries in the fiscal year ending March 31, 2018 (excluding purchase orders issued in the ordinary course of business); (xvii) any material Government Contract that has not been closed out; (xviii) any Contract relating to the creation of any Lien (other than Permitted Liens) with respect to any material asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described Company; or (xix) any Contract involving the licensing of any material Company Owned Intellectual Property from the Company or any of its Subsidiaries to any third party, or the licensing of any material Company Licensed Intellectual Property from any third party to the Company or any of its Subsidiaries (excluding non-exclusive licenses granted in connection with the sale of products and services to customers in the ordinary course of the business, and excluding commercially available, off-the-shelf, software programs), in each case with present or future obligations binding on the Company or any of its Subsidiaries. All contracts of the types referred to in clauses (i) through (ivxix) above (whether or not set forth on Section 3.19 of this Section 3.22(a) is the Company Disclosure Schedule), are referred to herein as a “Company Material ContractContracts.” Section 3.22(a) The Company has made available to Parent prior to the date of the Company Disclosure Schedule sets forth this Agreement a true complete and complete list correct copy of each Company Material ContractContract as in effect on the date of this Agreement. (b) Each Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract and, to the knowledge of the Company, no other party to any Company Material Contract is (assuming due power in breach of or default under the terms of any Company Material Contract and authority ofno event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, and due execution and delivery byto the knowledge of the Company, through the other party action or parties thereto) inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default under the terms of any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Company Material Contract is a valid and binding obligation of the Company or the Company Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any Subsidiary of the Company Subsidiaries northat is party thereto and, to the knowledge of the Company, of each other party thereto (except in each case as enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and is in full force and effect, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract and as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract prior to its stated expiration date, nor to the knowledge of the Company, is any such party threatening to do so, in material breach of each case except as would not reasonably be expected to have, individually or in material default under any the aggregate, a Company Material ContractAdverse Effect. (c) Since April 1, 2016 and prior to the date of this Agreement, no event Top Supplier, Top Customer or Top Distributor has occurred thatcanceled, terminated or substantially curtailed its relationship with the lapse Company or any Subsidiary of time the Company, given written notice to the Company or any Subsidiary of the giving Company of notice any intention to cancel, terminate or bothsubstantially curtail its relationship with the Company or any Subsidiary of the Company, would constitute a default thereunder by or, to the knowledge of the Company, threatened to do any party theretoof the foregoing.

Material Contracts. (a) The All Contracts, including amendments thereto, required to be filed with the SEC as an exhibit to any Company has made available SEC Documents filed on or after January 1, 2021 pursuant to Parent a true and complete copy of each Contract to which the Company or any Exchange Act of the Company Subsidiaries is a party as of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (i) is a “material contract” within the meaning of type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC; SEC have been filed. All such filed Contracts, to the extent publicly available, shall be deemed to have been made available to Parent. (b) In addition to the Contracts described in Section 4.12(a), the Company has made available to Parent a true, correct and complete copy of each Contract (other than a Company Benefit Plan) in effect as of the date hereof to which any of the Acquired Companies is a party or by which any of its properties or assets are bound that: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (ii) is required to be described pursuant to Item 404 of Regulation S-K promulgated under the Securities Act or is otherwise a Company Related-Party Agreement; (iii) contains covenants of the Company or any of the Company Subsidiaries not to non-compete or engage in exclusivity provisions with respect to any line of business or compete with any Person geographic area that restricts the business of the Acquired Companies or their Affiliates, or that otherwise restricts the lines of business conducted by the Acquired Companies or their Affiliates or the geographic area in any geographic areawhich the Acquired Companies or their Affiliates may conduct business, in each case, including upon consummation of the transactions contemplated by this Agreement; (iv) constitutes an Indebtedness obligation of the Acquired Companies with a principal amount as of the date hereof greater than $5,000,000 or relating to any interest rate caps, interest rate collars or hedging (including interest rates, currency, commodities or derivatives); (v) requires the Acquired Companies to make any investment (in the form of a manner that is material to the Company and the Company Subsidiariesloan, taken as a wholecapital contribution, preferred equity investment or preferred equity investment or similar transaction) in, or would bind Parent purchase or its pre-Closing Affiliates after sell, as applicable, equity interests of, any Person or assets, including through a pending purchase or sale of assets, merger, consolidation or similar business combination transaction, that (together with all of the Effective Time; interests, assets and properties subject to such requirement in such Contract) have a fair market value or purchase price in excess of $1,500,000; (iiivi) pursuant evidences a loan to which the any Person (other than a Wholly Owned Company or Subsidiary) by any of the Company Subsidiaries has entered into Acquired Companies in an amount in excess of $1,000,000; (vii) relates to any joint venture, partnership, limited liability company or strategic alliance of any of the Acquired Companies with a partnership or joint venture with third party; (viii) provides for a right of any other Person (other than the Company Acquired Companies) to receive fees or receive a profits interest in, invest, join or partner in (whether characterized as a contingent fee, profits interest, equity interest or otherwise), or have the right (a “Participation Interest”) to any of the foregoing in any proposed or anticipated investment opportunity, joint venture or partnership with respect to any current or future real property in which Acquired Company Subsidiarieshas or will have a material interest, including those transactions or properties identified, sourced, produced or developed by such Person (such Contracts, collectively, the “Participation Agreements”); (ix) that is contains covenants expressly limiting, in any material respect, the ability of the Acquired Companies to the sell, transfer, pledge or otherwise dispose of any material assets or business of the Company and Acquired Companies; (x) relates to the Company Subsidiariessettlement (or proposed settlement) of any pending or threatened Action, taken as in writing, other than any settlement that is fully covered by insurance or indemnification (which is reasonably expected to be received), or provides solely for the payment in cash of less than $2,000,000; (xi) is (A) a whole Ground Lease Document, (B) a Material Space Lease, (C) an Educational Institution Property Agreement or (ivD) a Construction Contract; (xii) expressly obligates the Acquired Companies to conduct business with any third party on a preferential or exclusive basis or that contain most favored nation provisions; (xiii) grants any buy/sell, put option, call option, redemption right, option to purchase, a marketing right, a forced sale, tag or drag right or a right of first offer, right of first refusal or right that is similar to any of the foregoing, pursuant to the terms of which any Acquired Company could be required to purchase or sell the applicable equity interests of any Person or any real property or any other material assets, rights or properties of the Acquired Companies or any Minority Equity Joint Ventures (any of the foregoing, a “Transfer Right”); (xiv) provides for the pending purchase or saleacquisition, option to purchase or selldisposition, right of first refusalassignment, right of first offer or other right to purchase, sell, dispose of transfer or ground lease leasing (whether by merger, by purchase or sale of assets or stock, by lease stock or otherwise) of (A) any real property (including any Company Property or Minority JV Real Property to the extent such Contract was executed on or after January 1, 2019), which Contract is pending or has outstanding obligations as of the date of this Agreement that are reasonably likely to be in excess of $3,000,000; (xv) pursuant to which any portion thereofAcquired Company manages, is a development manager of, or the leasing agent of any real properties of a third party under which the aggregate annual payments or other consideration to any of the Acquired Companies thereunder is more than $500,000; or (xvi) except to the extent such Contract is described in the clauses above or (B) any other asset on Schedule 4.20 of the Company Disclosure Schedule or any is a Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses Benefit Plan, calls for (i) through aggregate payments by, or other consideration from, any of the Acquired Companies of more than $10,000,000 over the remaining term of such Contract or (ivii) annual aggregate payments by, or other consideration from, any of this the Acquired Companies of more than $5,000,000. (c) Each Contract in any of the categories set forth in Section 3.22(a4.12(a), (b) and (e) to which any of the Acquired Companies is a party or by which it is bound as of the date hereof is referred to herein as a “Material Contract.” Section 3.22(a) ”, and as set forth on Schedule 4.12 of the Company Disclosure Schedule sets forth a true and complete list of each Material ContractLetter. (bd) Each Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is (assuming due power legal, valid, binding and authority ofenforceable on the each Acquired Company that is a party thereto and, and due execution and delivery by, to the other party or parties thereto) a valid and binding obligation Knowledge of the Company or the Company Subsidiaries Company, each other party thereto, subject to the Bankruptcy and Equity Exceptionis in full force and effect, except to the extent they have previously expired as may be limited by bankruptcy, insolvency, reorganization, moratorium or terminated other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in accordance with their termsa proceeding in equity or at Law). Neither the Company nor any None of the Company Subsidiaries Acquired Companies nor, to the knowledge Knowledge of the Company, any other party thereto, is in material breach of or in material violation of, or default under under, any Material Contract, and no event or condition has occurred that, with the notice or lapse of time or the giving of notice or both, would constitute a violation, breach or default thereunder by under any Material Contract, except where in each case such breach, violation or default, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Acquired Companies has received written notice of any violation or default under, or owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. There are no disputes pending or, to the Knowledge of the Company, threatened with respect to any Material Contract, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party theretoto a Material Contract to terminate for default, convenience or otherwise any Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) No Person other than an Acquired Company manages or operates any of the Company Properties or Minority JV Real Property on behalf of any Acquired Company or Minority Equity Joint Venture.

Material Contracts. (a) Section 3.16 of the Company Disclosure Schedule sets forth a list of all Company Material Contracts (as hereinafter defined). The Company has heretofore made available to Parent a true correct and complete copy copies of each Contract all material written contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of the Company Subsidiaries its subsidiaries is a party as affecting the obligations of the date of this Agreement, or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which (iparty thereunder) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into its subsidiaries is a partnership party or joint venture by which any of its properties or assets are bound, including all: (i) (A) employment, severance, change in control, termination, labor, collective bargaining or consulting agreements (but excluding personal service contracts), (B) non-competition contracts, and (C) indemnification contracts with any other Person (other than officers and directors of the Company or any of the Company Subsidiariesits subsidiaries; (ii) that is material to the business of the Company and the Company Subsidiaries, taken as a whole partnership or joint venture agreements; (iviii) provides agreements for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or any other contractual right to purchase, sell, dispose of of, or ground lease (in excess of 10,000 square feet), by merger, by purchase or sale of assets or stock, by lease stock or otherwise) of , (A) the Company Properties or any other real property (including any Company Property or any portion thereof) or (B) except as in the usual, regular and ordinary course of business consistent with past practice, any personal property; (iv) loan or credit agreements, letters of credit, bonds, mortgages, indentures, guarantees, or other asset agreements or instruments evidencing indebtedness for borrowed money by the Company or any of its subsidiaries or any such agreement pursuant to which indebtedness for borrowed money may be incurred, or evidencing security for any of the foregoing; (v) agreements that purport to limit, curtail or restrict the ability of the Company or any Company Subsidiary with a fair market value of its subsidiaries to compete in any geographic area or purchase price greater line of business, other than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of exclusive lease provisions, non-compete provisions and other similar leasing restrictions entered into by the Company Disclosure Schedule sets forth a true in the usual, regular and complete list ordinary course of each Material Contract. (b) Each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of business consistent with past practice contained in the Company or Space Leases and in other recorded documents by which real property was conveyed by the Company Subsidiaries party thereto, subject to any user or to hire or solicit the hire for employment of any individual or group; (vi) contracts or agreements that would be required to be filed as an exhibit to the Bankruptcy and Equity Exception, except to the extent they have previously expired Form 10-K or terminated in accordance with their terms. Neither Forms 10-Q filed by the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party is in material breach of or in material default under any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto.SEC since January 1,

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except for this Agreement, Section 4.20 of the Company Subsidiaries is Parent Disclosure Letter contains a party complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.20(a) under which Parent or by any Parent Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound subject, in each case as of the date of this Agreement, which Agreement (all Contracts of the type described in this Section 4.20(a) being referred to herein as the “Parent Material Contracts”): (i) any partnership, joint venture, strategic alliance or collaboration Contract which is material to Parent and its Subsidiaries, taken as a whole; (ii) any Contract that (A) purports to materially limit either the type of business in which Parent or its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of their respective affiliates may engage or geographic area in which any of them may so engage in any business or (B) would require the disposition of any material assets or line of business of Parent or its Subsidiaries (or, after the Effective Time, the Company or its Subsidiaries) or any of their respective affiliates as a result of the consummation of the Transactions; (iii) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $25 million in the twelve (12) month period following the date hereof; (iv) each Contract relating to outstanding Indebtedness of Parent or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $25 million other than (A) Contracts solely among Parent and any wholly-owned Parent Subsidiary or a guarantee by Parent or a Parent Subsidiary of a Parent Subsidiary, (B) financial guarantees entered into in the ordinary course of business consistent with past practice not exceeding $25 million, individually or in the aggregate (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), and (C) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Parent SEC Documents; (v) each Contract between Parent, on the one hand, and any officer, director or affiliate (other than a wholly-owned Parent Subsidiary) of Parent or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which Parent has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $10 million annually or in the aggregate) under which Parent or any Parent Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party, which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (vii) any Contract (excluding licenses for commercially available computer software that are generally available on standard terms for fees of no more than $10 million annually or in the aggregate) under which Parent or any Parent Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property rights (including any development thereof), which Contract is material to Parent and the Parent Subsidiaries, taken as a whole; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement of Parent or any of its Significant Subsidiaries; (ix) any Contract that relates to any swap, forward, futures, or other similar derivative transaction with a notional value in excess of $25 million; (x) any collective bargaining agreement or other Contract with any labor union; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the date hereof of consideration in excess of $25 million or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business; and (xii) any Contract not otherwise described in any other subsection of this Section 4.20(a) that would be required to be filed by Parent as a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by of the SEC; (ii) contains covenants of the Company or any of the Company Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract). (b) Each Neither Parent nor any Parent Subsidiary is in breach of or default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, as of the date hereof, no other party to any Parent Material Contract is (assuming due power and authority ofin breach of or default under the terms of any Parent Material Contract where such breach or default would reasonably be expected to have, and due execution and delivery byindividually or in the aggregate, a Parent Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the other party or parties thereto) aggregate, a Parent Material Adverse Effect, each Parent Material Contract is a valid and binding obligation of the Company Parent or the Company Subsidiaries Subsidiary of Parent which is party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries northereto and, to the knowledge of the CompanyParent, any of each other party thereto, and is in material breach full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of or in material default under specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoproceeding therefor may be brought.

Material Contracts. (a) The Company has made available to Parent a true For all purposes of and complete copy of each Contract to which the Company or any of the Company Subsidiaries is a party as of the date of under this Agreement, a “Material Contract” means any oral or by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which written: (i) is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by under the SEC; Exchange Act, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to Company and its Subsidiaries, taken as whole; (ii) contains covenants of the Contract (in each case, under which Company or any of its Subsidiaries has continuing obligations) with any officer, director or employee of Company or any of its Subsidiaries or member of the Company Board providing for (A) an annual base salary in excess of $200,000, (B) material severance or termination pay liabilities of Company or any of its Subsidiaries not related to termination of employment or (C) indemnification by Company or any of its Subsidiaries of any officer, director or employee of Company or any of its Subsidiaries; (iii) Benefit Plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the consummation of the Merger or the value of any of the benefits of which will be calculated on the basis of the Merger; (iv) Contract relating to or evidencing (A) Indebtedness in excess of $10,000,000, other than loans to direct or indirect wholly owned Subsidiaries, in each case in the ordinary course of business consistent with past practice and equipment leases entered into in the ordinary course of business or (B) Liens upon any material part of the owned assets or owned properties of Company and its Subsidiaries, taken as a whole; (v) Contract pursuant to which Company or any of its Subsidiaries has guaranteed any obligations or liabilities (whether absolute, accrued, contingent or otherwise) of any other Person, which guarantee obligation exceeds $1,500,000, other than guarantees by Company for obligations of its wholly owned Subsidiaries; (vi) Any limited liability company agreement, partnership, joint venture or other similar Contract relating to the formation, creation, operation or management of any limited liability company, partnership or joint venture, other than any such limited liability company, partnership or joint venture that is a wholly owned Subsidiary of Company; (vii) Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments that would reasonably be expected to be in excess of $2,000,000 during any twelve-month period; (viii) Contract that (A) limits or purports to limit in any material respect the ability of Company or any of its Affiliates to compete or engage in any line of business or compete with any Person or in any geographic areaarea or during any period of time or to develop, market, sell, distribute or otherwise exploit business of Company, (B) grants exclusive rights of any type or scope or rights of first refusal, rights of first negotiation or similar rights or terms to any Person, (C) requires Company or any of its Affiliates to use any supplier or third party for all or substantially all of any of its material requirements or needs in any respect, (D) limits or purports to limit in any material respect the ability of Company or any of its Affiliates to solicit any customers or clients of the other parties thereto, or (E) requires Company or any of its Affiliates to provide to the other parties thereto “most favored nations” status or similar best price rights; (ix) Contract providing for “earn-outs,” “performance guarantees” or other similar contingent payments by Company or any Subsidiary that would reasonably be expected to be in excess of $1,000,000 during any future twelve-month period; (x) Contract under which (A) a federal Governmental Entity procures supplies or services from Company or any of its Subsidiaries or provides a grant to Company or any of its Subsidiaries, or any subcontract to such a Contract or (B) a state Governmental Entity procures supplies or services from Company or any of its Subsidiaries or provides a grant to Company or any of its Subsidiaries, or any subcontract to such a Contract, that involves aggregate payments by or to Company or any of its Subsidiaries in excess of $1,000,000; (xi) Contract between Company or any wholly owned Subsidiary of Company, on the one hand, and another Subsidiary that is not wholly owned or Company Minority Interest Business, on the other hand; (xii) Contract entered into on or after March 27, 2009 relating to the acquisition or disposition of any business or any assets (whether by merger, sale of stock or assets or otherwise) in an amount in excess of $10,000,000 or under which there remain any representations, covenants, indemnities or other obligations (including indemnification or other contingent obligations) that are in effect and material to Company; (xiii) Contract for which the principal purpose is the ownership, use or licensing of any Intellectual Property by or to Company or any of its Subsidiaries (other than non-exclusive (i) off-the-shelf or other commercially available software licenses with annual payments of less than $1,000,000 cumulatively per software title or (ii) licenses to Marks, Copyrights, software or similar items embedded in or included on equipment or products sold by Company or its Subsidiaries granted in the ordinary course of business consistent with past practice); (xiv) Contract with any of Company’s 10 most material suppliers (measured based on aggregate payments by Company to such suppliers during the twelve month period ended August 31, 2012); and (xv) Contracts (other than Contracts of the type described in subclauses (i) through (xiv) above) that involve aggregate payments by or to Company or any of its Subsidiaries in excess of $5,000,000 during any twelve-month period or in excess of $10,000,000 in the aggregate during the term of such Contract, other than purchase or sales orders or other Contracts that, in each case, were entered into in a manner that is material to the Company ordinary course of business consistent with past practice and the Company Subsidiaries, taken as a whole, are terminable or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the cancelable by Company or any of the Company its Subsidiaries has entered into a partnership without penalty or joint venture with any other Person liability on 90 days’ notice or less. (other than the Company or any of the Company Subsidiariesb) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a3.17(b) of the Company Disclosure Schedule sets forth Letter contains a true complete and accurate list of all Material Contracts to or by which Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound as of the date hereof. True and complete list copies of each Material ContractContract (including any material amendments, waivers or modifications thereto) in existence as of the date hereof have been delivered or made available by Company to Parent prior to the date hereof. (bc) Each Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, each Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation on Company (and/or each Subsidiary party thereto) and is in full force and effect, and neither Company nor any of the Company or the Company its Subsidiaries party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries nor, to the knowledge of the Company, any other party thereto, is in material breach of of, or in material default under under, any such Material Contract, and no event has occurred that, that with the notice or lapse of time or the giving of notice both would reasonably be expected to (i) constitute such a breach or both, would constitute a default thereunder by Company or any of its Subsidiaries party thereto, or, to the knowledge of Company, any other party thereto; or (ii) give any Person the right to declare a default, accelerate the maturity or performance of any Material Contract, or cancel, terminate or modify any Material Contract.

Material Contracts. (a) The Except for this Agreement and except for Contracts filed as exhibits to the Company has SEC Reports that are made available to Parent a true and complete copy prior to the date hereof or set forth in Section 4.14 of each Contract to which the Company Disclosure Schedule, as of the date hereof, none of the Company or any of the Company its Subsidiaries is a party as of the date of this Agreement, to or bound by which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound as of the date of this Agreement, which Contract that: (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated would be required to be filed by the SEC; Company pursuant to Item 4 of the Instructions to Exhibits to the Company’s most recently filed annual report on Form 20-F under which there are material rights or obligations outstanding; (ii) contains covenants of would, individually or in the Company aggregate, prevent, materially delay or any of materially impair the Company Subsidiaries not Company’s ability to compete consummate the Transactions; (iii) is (A) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, or engage in any line of business mortgage, or compete with any Person in any geographic area(B) a Contract relating to Indebtedness or Encumbrance, in each case, having an outstanding amount in excess of $500,000 individually or $3,000,000 in the aggregate other than (x) intercompany agreements or (y) a manner Contract in respect of any bank acceptance, cash collateralized letter of guarantees, letter of credit, pledge or deposit to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature provided that the aggregate outstanding amount of Indebtedness referred to in clause (y) shall not exceed $4,000,000; (iv) is material to the Company and the Company Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) Contract pursuant to which the Company or any of its Subsidiaries was granted any land use rights; (v) involves the Company Subsidiaries has entered into a partnership acquisition from another Person or joint venture with disposition to another Person, directly or indirectly (by merger, license, Contract or otherwise), of share capital, other equity interests or control of another Person including the acquisition of all or substantially all assets of such Person (1) which took place after December 31, 2012, or (2) contains representations, warranties, covenants, indemnities, tax sharing provisions or other obligations (including indemnification, “earn-out” (when in cash or in any other Person (form of consideration) or other than contingent obligations) that are still in effect and, individually, could reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $1,000,000. As of June 30, 2013, the aggregate amount of contingent payment obligations arising out of acquisitions by the Company, determined in a manner consistent with GAAP, is approximately $36 million; (vi) prohibits the payment of dividends or distributions in respect of the share capital of the Company or any of its wholly owned Subsidiaries, prohibits the pledging of the share capital of the Company or any of its wholly owned Subsidiaries or prohibits the issuance of any guaranty by the Company or any of its wholly owned Subsidiaries; (vii) is a license agreement that is material to the business of the Company and the Company its Subsidiaries, taken as a whole whole, pursuant to which the Company or any of its Subsidiaries licenses in Intellectual Property or licenses out Intellectual Property owned by the Company or its Subsidiaries (ivother than license agreements for commercially available software on standard terms); (viii) (in respect of any master service agreement with a customer that is any of the top twenty (20) customers of the Company for the financial year ended December 31, 2012, or any statements of work or purchase orders under such master service agreement only), contains provisions that prohibit the Company or any of its Subsidiaries from competing in any material line of business in any material respect, grant a right of exclusivity to any Person which prevents the Company or its Subsidiaries from entering any territory, market or field anywhere in the world in any material respect, subject the Company or any of its Subsidiaries to “most favored nation,” “benchmarking” or “price downward adjustment” obligations, or could require the Company or any of its Subsidiaries to transfer any of its assets or operations (including CDCs) to a third party; (ix) provides for any change of control or similar payments in excess of $3,000,000; (x) is a Contract (excluding purchase orders or statements of work) under which the pending actual payment or receipt of amounts by the Company or its Subsidiaries of more than $6,000,000 (other than any Contract referenced in clause (xii) below) during the first six (6) months for the financial year ending December 31, 2013; (xi) is a master service agreement or similar Contract (excluding purchase orders or salestatements of work), option to purchase between the Company or sellany of its Subsidiaries, right on the one hand, and any of first refusalthe top twenty (20) customers of the Company for the financial year ended December 31, right of first offer 2012, on the other hand; (xii) is a joint venture contract, strategic cooperation or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property partnership arrangement (including any Company Property cooperation or long-term agency contracts entered into at the corporate headquarters level with insurance companies), or any portion thereofother agreement involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any third party; (xiii) is between the Company or (B) any other asset of its Subsidiaries, on the one hand, and any directors or executive officers of the Company or any of its Subsidiaries or their immediate family members or shareholders of the Company or any Subsidiary holding more than 5% of the voting securities of the Company or any Subsidiary, on the other hand, under which there are material rights or obligations outstanding; (xiv) involves waiver, compromise, or settlement of any Action, other than the settlement of any Action (A) in the ordinary course of business and consistent with past practice or (B) involving an amount in dispute of not more than $500,000; (xv) is between the Company or any of its Subsidiaries, on the one hand, and a Governmental Authority, on the other hand, with a fair market value or purchase price greater transaction amount of more than $25,0002,000,000; or (xvi) any other Contracts, whether or not made in the ordinary course of business, the absence of which would reasonably be expected to have a Material Adverse Effect. Each instrument of the type such Contract described in clauses (i) through (ivxvi) of this Section 3.22(a) above is referred to herein as a “Material Contract.” Section 3.22(a”; provided that Material Contracts shall not include any (x) Benefit Plans, (y) any purchase orders or statements of work and (z) any management, employment, severance, change in control, transaction bonus, consulting, repatriation or expatriation agreement or other Contract between the Company Disclosure Schedule sets forth a true or one of its Subsidiaries and complete list any Service Provider with respect to which the Company or one of each Material Contractits Subsidiaries has or may have any material liability or obligation, which Contracts are dealt with exclusively in Section 4.10. (b) Each Except as would not have a Company Material Adverse Effect, (i) each Material Contract is (assuming due power and authority ofa legal, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company or the Company its Subsidiaries party thereto and, to the Company’s Knowledge, the other parties thereto, in each case subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither ; (ii) neither the Company nor any of the Company its Subsidiaries nor, to the knowledge of the Company’s Knowledge, any other party thereto is in material breach of or in material violation of, or default under under, any Material Contract, Contract and no event has occurred thator not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s Knowledge, the action or inaction of any third party, that with the notice or lapse of time or the giving of notice or both, both would constitute a breach or violation of, or default thereunder by under, any party theretoMaterial Contract; and (iii) to the Company’s Knowledge, the Company and its Subsidiaries have not received any written claim or notice of default, termination or cancellation under any such Material Contract.

Material Contracts. (a) The Company has made available to Parent a true and complete copy of each Contract to which the Company or any Except for this Agreement, Section 4.17(a) of the Company Subsidiaries is Danube Disclosure Letter contains a party complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which Danube or by any Danube Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company, any of the Company Subsidiaries or any of their respective properties or assets is bound subject, in each case as of the date of this Agreement, which Agreement (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Danube Material Contracts”): (i) any partnership, joint venture, strategic alliance or collaboration Contract which is material to Danube and its Subsidiaries, taken as a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC; whole; (ii) contains covenants any material Rural Partnership Agreement with a book value in excess of $15 million; (iii) any Contract that (A) purports to materially limit (1) the lines of business of Danube and its Subsidiaries (or, after the Closing, Amazon and its Subsidiaries) or (2) the geographic area in which any of them may so engage in such business or (B) would require the disposition of any material assets or material line of business of Danube and its Subsidiaries (or, after the Closing, Amazon and its Subsidiaries taken as a whole) as a result of the Company consummation of the Transactions; (iv) each acquisition or divestiture Contract or licensing agreement that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $20 million; (v) each Contract relating to outstanding Indebtedness of Danube or its Subsidiaries for borrowed money or any financial guaranty thereof (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $75 million other than (A) Contracts solely among Danube and any wholly owned Danube Subsidiary or a guarantee by Danube or any Danube Subsidiary of a Danube Subsidiary and (B) financial guarantees entered into in the ordinary course of business not exceeding $75 million individually (other than surety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business in each case to the extent not drawn upon); (vi) any Interested Party Transaction and any Contract (other than a Danube Benefit Plan or a Surviving Interest Party Transaction) pursuant to which Danube has an obligation to indemnify an officer, director, Affiliate or family member; (vii) any Contract (excluding (A) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally with one-time or annual license, maintenance, support and other fees of no more than $500,000, (B) licenses to “open source” or similar Software, or (C) non-exclusive licenses to Intellectual Property granted by a third party to Danube in the ordinary course of business) under which Danube or any Danube Subsidiary is granted any license, option or other right or immunity with respect to any Intellectual Property rights of a third party; (viii) any Contract under which Danube or any Danube Subsidiary has granted to a third party any license, option or other right or immunity with respect to any material Intellectual Property (excluding non-exclusive licenses to Intellectual Property that Danube or any Danube Subsidiary has granted to a third party in the ordinary course of business); (ix) any material shareholders, investors rights, registration rights or similar agreement or arrangement of Danube or any of its Subsidiaries; (x) any material Labor Agreements; and (xi) any Contract involving the Company Subsidiaries settlement of any action or threatened action (or series of related actions) which will (A) involve payments after the date hereof of consideration in excess of $30 million or (B) impose material monitoring or reporting obligations to any other Person outside the ordinary course of business. (b) Neither Danube nor any Danube Subsidiary is in breach of or default under the terms of any Danube Material Contract where such breach or default would reasonably be expected to, individually or in the aggregate, be materially adverse to Danube and its Subsidiaries, taken as a whole. To the knowledge of Danube, as of the date hereof, no other party to any Danube Material Contract is in breach of or default under the terms of any Danube Material Contract where such breach or default would reasonably be expected to, individually or in the aggregate, be materially adverse to Danube and its Subsidiaries, taken as a whole. Except as would not reasonably be expected to, individually or in the aggregate, be materially adverse to compete or engage in any line of business or compete with any Person in any geographic area, in each case, in a manner that is material to the Company Danube and the Company its Subsidiaries, taken as a whole, or would bind Parent or its pre-Closing Affiliates after the Effective Time; (iii) pursuant to which the Company or any of the Company Subsidiaries has entered into a partnership or joint venture with any other Person (other than the Company or any of the Company Subsidiaries) that is material to the business of the Company and the Company Subsidiaries, taken as a whole or (iv) provides for the pending purchase or sale, option to purchase or sell, right of first refusal, right of first offer or other right to purchase, sell, dispose of or ground lease (by merger, by purchase or sale of assets or stock, by lease or otherwise) of (A) any real property (including any Company Property or any portion thereof) or (B) any other asset of the Company or any Company Subsidiary with a fair market value or purchase price greater than $25,000. Each instrument of the type described in clauses (i) through (iv) of this Section 3.22(a) is referred to herein as a “Material Contract.” Section 3.22(a) of the Company Disclosure Schedule sets forth a true and complete list of each Material Contract. (b) Each Danube Material Contract is (assuming due power and authority of, and due execution and delivery by, the other party or parties thereto) a valid and binding obligation of the Company Danube or the Company Subsidiaries Danube Subsidiary which is party thereto, subject to the Bankruptcy and Equity Exception, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any of the Company Subsidiaries northereto and, to the knowledge of the CompanyDanube, any of each other party thereto, and is in material breach full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, examinership, fraudulent transfer, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of or in material default under specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Material Contract, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party theretoproceeding therefor may be brought.