Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a3.17(a) of the Disclosure Letter lists all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and other instruments to which the Company Disclosure Schedule listsor any of its Subsidiaries is a party or by which the Company, by reference to the applicable subsection, any of its Subsidiaries or any of their respective properties or assets is bound (other than Plans) as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):Agreement that: (i) each contract and agreement involving are or would be required to be filed by the receipt Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by or payment to any Group Company, of an amount exceeding $100,000 per yearthe Company on a Current Report on Form 8-K; (ii) each contract and agreement with contain non-compete covenants that restrict in any material respect the top 10 customers and suppliers operations of the Group CompaniesCompany or any of its Subsidiaries (or which, immediately following the consummation of the Merger, would restrict in any material respect the operations of the Surviving Corporation or any of its Affiliates); (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related with respect to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing partnership, limited liability or other similar agreements agreement or arrangement, relate to the formation, creation, operation, management or control of any partnership or joint venture that are is material to the business of the Group CompaniesCompany and its Subsidiaries, taken as a whole; (iv) relate to (A) indebtedness for borrowed money or the deferred purchase price of property and having an outstanding principal amount in excess of $20,000,000 as of December 31, 2006 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $20,000,000; (v) were entered into after September 30, 2006 or not yet consummated, and involve the acquisition from another Person or disposition to another Person, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration under such contract in excess of $20,000,000 (other than acquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vi) relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, would reasonably be expected to result in payments in excess of $20,000,000; (vii) contain material restrictions with respect to payment of dividends or any distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries outside the ordinary course of business; (viii) other than in the ordinary course of business and an acquisition permitted under clause (vi) above, obligate the Company to make any capital commitment or expenditure (including pursuant to any joint venture); (ix) all contracts and agreements with relate to any Governmental Authority to which any Group Company is a party, guarantee or assumption of other than any Company Permits; (x) all contracts and agreements that limit, obligations or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor reimbursement of any real property; (xii) all contracts or maker of a letter of credit, except for joint venture agreements to use any Company-Licensed IP, (and other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms agreements entered into in the ordinary course of business consistent with past practice; (xivx) all contracts involving userelate to the purchase or sale of material real property; or (xi) are license agreements that are material to the business of the Company and its Subsidiaries, license taken as a whole, pursuant to which the Company or grant any of any rights to any material its Subsidiaries is a party and licenses in Company Intellectual Property; and (xv) any commitment to enter into any Property Rights or licenses out Company Intellectual Property owned by the Company, other than license agreements for software that is generally commercially available. Each contract or agreement of the type described in clauses (i) – through (xvixi) of this Section 4.16(a)is referred to herein as a “Material Contract.” (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) Each each Material Contract is a legal, valid and binding obligation of on the respective Group Company or the Subsidiary that is a party thereto and, to the knowledge of the Company SignatoriesCompany, the each other parties theretoparty thereto and is in full force and effect, and (ii) the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material no default under, under any Material Contract nor has any Material Contract been canceled by the other party; (ii) Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any writtenof its Subsidiaries, or to the knowledge of the Company SignatoriesCompany, oral claim of default under by any such other party, except which has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoAdverse Effect.

Material Contracts. (a) Section 4.16(a3.15(a) of the Company Disclosure Schedule lists, by reference to the applicable subsectionsets forth a list, as of the date of this Agreementhereof, and the following types of contracts Company has made available to Parent (or Parent’s outside counsel) true, correct and agreements complete (subject to any necessary redactions) copies of, each Contract, to which the Company or any Group Company of its Subsidiaries is a party, excluding for this purposeparty or by which the Company, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) its Subsidiaries or any of the Company Disclosure Schedule being the “Material Contracts”):their respective properties or assets is bound that: (i) each contract and agreement involving would be required to be filed by the receipt Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by or payment to any Group Company, of an amount exceeding $100,000 per yearthe Company on a Current Report on Form 8-K; (ii) each contract contains any “most favored nations” terms and agreement conditions (including with respect to pricing) granted by the top 10 customers and suppliers Company or any of its Subsidiaries or any covenants that limit in any material respect the freedom of the Group CompaniesCompany or any of its Subsidiaries to compete or engage in any line of business or in any geographic area; (iii) all agreements and contracts involving provides for or governs the payment of royalties formation, creation, operation, management or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income control of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing venture or similar agreements profit-sharing arrangement that are is material to the business of the Group CompaniesCompany and its Subsidiaries, taken as a whole; (ixiv) all contracts and agreements with involves (A) the use or license by the Company or any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor its Subsidiaries of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, material Intellectual Property Rights owned by a third party (other than unmodifiedshrink-wrap, commercially available, “click-wrap and off-the-shelf” Software with a replacement cost shelf or commercially available software and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Companynon-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms disclosure agreements entered into in the ordinary course of business consistent with past practice), or (B) the joint development of products or technology with a third party; (v) involves the license by the Company or any of its Subsidiaries of any of its material Intellectual Property Rights to any third party (other than (A) as ancillary to a sale of products to customers or the purchase or use of equipment, reagents or other materials and (B) any materials provided under material transfer agreements entered into in the ordinary course of business); (vi) constitutes a manufacturing, supply, distribution, research, development, clinical (including clinical research organization), commercialization or marketing agreement that provides for minimum payment obligations by the Company and/or any of its Subsidiaries of at least $250,000 in the aggregate in any prospective twelve (12) month period; (vii) other than solely among wholly owned Subsidiaries of the Company, relates to indebtedness of the Company or any of its Subsidiaries, whether incurred, assumed, guaranteed or secured by any asset, having an outstanding principal amount in excess of $250,000 in the aggregate; (viii) any agreement relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification or other contingent payment obligations; (ix) constitutes a Plan pursuant to which the Company or any Subsidiary is or may become obligated to (A) make any severance, termination, tax gross-up or similar payment to any Company Employee or any spouse or heir of any Company Employee, (B) make any bonus, deferred compensation or similar payment (other than payments constituting base salary, bonus or compensation paid in the ordinary course of business consistent with past practice) to any Company Employee or (C) grant or accelerate the vesting of, or otherwise modify, any Company Options and Company RSU Award other than accelerated vesting as required by Company Plans; (x) is a settlement, conciliation or similar agreement with or before any Governmental Body and pursuant to which the Company or any of its Subsidiaries will be required after the date of this Agreement to pay consideration in excess of $250,000 in the aggregate in respect of such agreement or require the Company or any Subsidiary to conduct its business in accordance with any material obligations or limitations from and after the execution of such agreement; (xi) other than any Plan, requires or permits the Company or any Subsidiary of 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 (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (xii) provides for: (A) reimbursement of any Company Employee for, or advancement to any Company Employee of, material legal fees or other material expenses associated with any Legal Proceeding or the defense thereof; or (B) indemnification of any officer, director or employee of the Company or any Subsidiary of the Company; (xiii) obligates the Company or any of its Subsidiaries to pay future milestones, royalty payments or similar payments and that are not included in the In-bound Licenses or Out-bound Licenses; (xiv) all contracts involving use, license or grant of any rights grants to any Person a right of first refusal or option to purchase or acquire any material assets from the Company Intellectual Property; andor its Subsidiaries; (xv) any commitment Contract between the Company or any Subsidiary of the Company, on the one hand, and a Governmental Body, on the other; and (xvi) involves any collective bargaining agreement or other works council, trade union, labor association, employee representative or collective labor contract with respect to enter into any contract its employees of the Company or agreement its Subsidiaries (collectively, the “Labor Agreements”). Each Contract of the type described in clauses (i) – through (xvi) of this Section 4.16(a)above is referred to herein as a “Material Contract”. (b) To the Knowledge of the Company (i) Each each Material Contract is a legal, valid and binding obligation on the Company or the Subsidiary of the respective Group Company that is a party thereto and, to the knowledge Knowledge of the Company SignatoriesCompany, the each other parties thereto, party thereto and is enforceable in accordance with its termsfull force and effect, subject to the Remedies Enforceability Exceptions, (ii) the Company and its Subsidiaries have, and, to the respective Group Company Knowledge of the Company, each other party thereto has, performed and complied in all material respects with all obligations required to be performed or complied with by them under each Material Contract to date, (iii) there is not in material breach or violation of, or material no default under, under any Material Contract by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, by any other party thereto, and (iv) to the Company’s Knowledge, neither the Company nor any of its Subsidiaries has received any written notice from any third party to any Material Contract been canceled by the other party; (ii) that such party intends to the knowledge of the Company Signatories, no other party is in material breach or violation ofterminate, or material default undernot renew, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a) of the The Company Disclosure Schedule lists, by reference to the applicable subsection, Letter sets forth a complete and accurate list as of the date of this Agreement, Agreement of any of the following types of contracts and agreements to which the Company or any Group Subsidiary of the Company is a party, excluding for this purpose, party or by which the Company or any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) Subsidiary of the Company Disclosure Schedule being the “Material Contracts”is bound (each, a "COMPANY MATERIAL CONTRACT"): (ia) each contract and agreement involving all contracts, agreements, commitments or understandings which involve payments or receipts by the receipt by Company or payment to any Group Company, of an amount exceeding its Subsidiaries in excess of $100,000 per year1,000,000 during any twelve month period; (iib) each contract and agreement all written management, compensation, employment or other contracts entered into with the top 10 customers and suppliers any executive officer or director of the Group Companies; (iii) all agreements and contracts involving the payment of royalties Company or other amounts calculated based upon the revenues or income any Subsidiary of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xiic) all contracts or agreements under which the Company or any Subsidiary of the Company has any outstanding indebtedness, obligation or liability for borrowed money or the deferred purchase price of property or has the right or obligation to use incur any Company-Licensed IPsuch indebtedness, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000)obligation or liability; (xiiid) all contracts bonds or agreements of guarantee or indemnification in which involve the license Company or grant any Subsidiary of rights the Company acts as surety, guarantor or indemnitor with respect to any obligation (fixed or contingent), other than any such guarantees of the obligations of the Company or any Subsidiary of the Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xive) all contracts involving usenoncompete agreements to which the Company, license any Subsidiary of the Company or grant of any rights affiliate thereof is a party; (f) all partnership and joint venture agreements; (g) each other contract or agreement listed as an exhibit to any material Company Intellectual Propertythe Company's most recent Form 10-K and 10-Q; and (xvh) all agreements relating to material business acquisitions or dispositions during the last three years, including any commitment to enter into any contract separate tax or agreement of indemnification agreements. Except as set forth in the type described in clauses Company Disclosure Letter, (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of neither the respective Group Company and, to the knowledge nor any Subsidiary of the Company Signatoriesis in default under the terms of any Company Material Contract, which default permits the other parties thereto, and is enforceable in accordance with its terms, subject party to adversely alter or terminate any rights of the Remedies Exceptions, and Company or any Subsidiary of the respective Group Company is not in material breach or violation of, accelerate the obligations of the Company or material default under, any Subsidiary of the Company under such Company Material Contract nor has any Material Contract been canceled by the other party; or to collect damages, (ii) to the knowledge of the Company SignatoriesCompany, no other party thereto is in default in any material breach or violation of, or material default under, respect under the terms of any Company Material Contract; and , (iii) each Company Material Contract is valid, binding and in full force and effect in all material respects, and (iv) all contracts or agreements under which the Group Companies have not received Company or any written, or to the knowledge Subsidiary of the Company Signatorieshas any outstanding indebtedness, oral claim of default under obligation or liability for borrowed money may be prepaid in full without any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoprepayment penalties.

Material Contracts. (a) Section 4.16(aPart 2.9(a) of the Company Disclosure Schedule listslists each Contract (other than any Company Plan set forth in Part 2.15(a) of the Company Disclosure Schedule) that is in effect, by reference to the applicable subsectionand that has not expired or been terminated in accordance with its terms, as of the date of this Agreement, the following types of contracts and agreements Agreement to which any Group the Company is a party, excluding for this purpose, party or by which any purchase orders submitted by customers on a standard form of purchase order previously made available its properties or assets are otherwise bound of the following categories (such contracts and agreements as are set forth on Section 4.16(aContracts required to be disclosed under Part 2.9(a) of the Company Disclosure Schedule being Schedule, the “Material Contracts”): (i) each contract and agreement involving the receipt any Contract (or group of related Contracts), other than a Company Plan, that requires future payments by or payment to any Group Company, the Company in excess of an amount exceeding $100,000 per in any calendar year, including any such Contract (or group of such Contracts that are related) for the purchase, lease or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services, in each case to the extent the Contract is not terminable without penalty on 90 days’ or shorter notice; (ii) each contract and agreement with any Contract relating to the top 10 customers and suppliers acquisition or disposition by the Company of any operating business or assets (other than pursuant to non-exclusive licenses or grants of non-exclusive rights); (B) any Contract relating to the Group Companiesacquisition or disposition by the Company of any operating business or assets (other than pursuant to non-exclusive licenses or grants of non-exclusive rights) under which the Company has any executory covenants or indemnification or other obligations or rights (including put or call options); or (C) any Contract under which the Company have any indemnification obligations, other than any such Contracts entered into in the Ordinary Course of Business; (iii) all agreements any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company; (B) any Contract evidencing or relating to Debt of the Company or providing for the creation of or granting any Lien upon any of the property or assets of the Company (excluding Permitted Liens); (C) any Contract (1) relating to any loan or advance to any Person which is outstanding as of the date of this Agreement (other than immaterial advances to employees and contracts involving consultants in the payment Ordinary Course of royalties Business) or (2) obligating or committing the Company to make any such loans or advances; and (D) any currency, commodity or other amounts calculated based upon the revenues hedging or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeswap Contract; (iv) all contracts involving any Contract creating or purporting to create any partnership, alliance or joint venture or any sharing of profits or losses by the payment of royalties Company with any Third Party; or (B) any Contract that provides for “earn-outs” or other amounts calculated based upon contingent payments by or to the revenues or income Company that have not yet been paid to the Company (excluding any contingent payments arising pursuant to recruiting agreements for Company Service Providers entered in into in the Ordinary Course of any Group CompanyBusiness); (v) all contracts and agreements providing for severance, retention, change in control any collective bargaining agreement or similar paymentsContract with any trade union, works council or other labor organization; (vi) all contracts and agreements evidencing indebtedness any offer letter, employment agreement, independent contractor agreement or other Contract with any current Company Service Provider pursuant to which the Company is or reasonably could be obligated to pay compensation (or any guaranty thereforexcluding variable compensation) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than excess of $150,000100,000 annually; (vii) all contracts and agreements any Contract that is a definitive purchase and sale settlement, conciliation, or similar agreement entered into in connection with an acquisition any Governmental Body or disposition by that imposes any Group monetary or other material obligations upon the Company to any Governmental Body after the date of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner)this Agreement; (viii) all partnership, joint venture, profits partnership (involving sharing of profits) or similar agreements Contracts (and not including any sharing of profits by a Third Party with the Company that are material to the business based on sales of the Group Companiesgoods or services other than Company Products); (ix) all contracts and agreements with any Contract under which any Governmental Authority to which Body has any Group Company is a party, other than any Company Permitsmaterial rights; (xA) all contracts and agreements that limitany Contract containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to limithave the effect of prohibiting the Company, or, after the ability of Closing, Parent or the Group Companies to compete Surviving Entity from engaging in any line of business or with any person or entity or activity in any geographic area or during other jurisdiction, other than any period such covenant set forth in this Agreement or the agreements ancillary hereto; (B) any Contract in which the Company has granted “exclusivity” or that requires the Company to deal exclusively with, or grant exclusive rights or rights of time first refusal to, any customer, vendor, supplier, distributor, contractor or other Person or that is a requirements contract; (C) any Contract that includes minimum purchase conditions or other requirements, in either case that exceed $100,000 in any calendar year to hire the extent the Contract is not terminable without penalty on 90 days’ or retain shorter notice; or (D) any personContract containing a “most-favored-nation,” “best pricing” or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, is required to be at least as favorable to such party as those offered to another Person; (xi) all contracts and agreements pursuant any Contract involving a sales agent, representative, distributor, reseller, middleman, marketer, broker, franchisor or similar Person who is entitled to which any Group Company leases receive commissions, fees or is a lessor markups related to the provision or resale of any real propertygoods or services of the Company; (xii) all contracts any Contract involving commitments to make capital expenditures or agreements to use any Company-Licensed IPContract, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than purchase or sell assets involving $100,000)100,000 or more; (xiii) all contracts any lease, sublease, rental or occupancy agreement, license (not relating to Intellectual Property), installment, and conditional sale agreement or agreement under which involve the license Company is the lessee or grant of rights to Company-Owned IP by the Group Companieslessor of, but excluding or owns, uses or operates any nonexclusive licenses (leasehold or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms other interest in the ordinary course of business consistent with past practiceany real or personal property; (xiv) all contracts involving use, license or grant of any rights to any material the Company Intellectual PropertyProperty Agreements; and (xv) any commitment to enter into Contract (excluding any contract or agreement Contract disclosed in Part 2.14(f) of the type described Company Disclosure Schedule) that contains a change in clauses (i) – control clause or similar provision that would be reasonably be expected to be triggered in connection with the consummation of the Contemplated Transactions and would result in payments by the Company or any successor thereto in excess of $100,000, individually or in the aggregate; and (xvi) any Contract not otherwise listed or required to be listed in Part 2.9(a) of this Section 4.16(a)the Company Disclosure Schedule (including Company Intellectual Property Agreements) that, if terminated, or if such Contract expired without being renewed, would have a Company Material Adverse Effect. (ib) Each With respect to each Material Contract is a legal, valid and binding obligation listed in Part 2.9(a) of the respective Group Company Disclosure Schedule, such Material Contract is, to the Knowledge of the Company, binding and enforceable against the Company and, to the knowledge Knowledge of the Company SignatoriesCompany, against each party thereto other than the other parties theretoCompany, and is enforceable in accordance with its terms, subject to (A) Laws of general application relating to bankruptcy, insolvency and the Remedies Exceptionsrelief of debtors and (B) rules of Law governing specific performance, injunctive relief and other equitable remedies. Except for breaches, violations or defaults which have not had, and would reasonably be expected to have, individually or in the respective Group aggregate, a Company Material Adverse Effect, the Company is not in material breach or violation of any provision of, or material taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of, any Material Contract, and, to the Knowledge of the Company, no other party to such Material Contract is in violation of any provision, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of any Material Contract. Since January 1, 2021, the Company has not received any written notice or, to the Knowledge of the Company, other communication regarding any actual or possible violation or breach of, or default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material ContractCompany. The Company Signatories have furnished or has made available to WinVest or its legal advisors true, correct Parent true and complete copies of each such Material Contract in all Material Contracts without redaction, material respects (including all modifications, amendments and supplements theretothereto and waivers thereunder, but not including purchase orders and similar confirmatory documents not specific to provisions that make such Contract a Material Contract).

Material Contracts. (a) Section 4.16(a) 3.18 of the Company Disclosure Schedule lists, by reference to the applicable subsection, as sets forth a list of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “all Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or has heretofore made available to WinVest or its legal advisors Parent true, correct and complete copies of 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 its subsidiaries is a party affecting the obligations of any party thereunder) to which the Company or any of its subsidiaries is a party or by which any of its assets or properties are bound that are of the following type: (i) to the extent material to the business, assets or properties of the Company and its subsidiaries taken as a whole, product design or development, or indemnification contracts (including, any contract to which the Company or any of its subsidiaries is a party involving employees of the Company); (ii) merchandising or distribution agreements involving the payment of in excess of $2,500,000 per year; (iii) to the extent material to the business, assets or properties of the Company and its subsidiaries taken as a whole, contracts granting a right of first refusal or first negotiation; (iv) to the extent material to the business, assets or properties of the Company and its subsidiaries taken as a whole, partnership or joint venture agreements; (v) agreements for the acquisition, sale or lease of material assets or properties of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since January 1, 1996 involving in excess of $1,000,000; (vi) to the extent material to the business, assets or properties of the Company and its subsidiaries taken as a whole, contracts or agreements with any Governmental Entity; (vii) loan or credit agreements, mortgages, indentures or other 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, in each case involving in excess of $1,000,000; (viii) to the extent material to the business, assets or properties of the Company and its subsidiaries taken as a whole, agreements that purport to limit, curtail or restrict the ability of the Company or any of its subsidiaries to compete in any geographic area or line of business; (ix) to the extent material to the business, assets or properties of the Company and its subsidiaries taken as a whole, foundry, wafer manufacturing or fabricating agreements, (x) supply or second source agreements involving the payment of in excess of $2,500,000 per year, (xi) agreements with customers relating to the sale of products involving the payment of in excess of $2,500,000 per year and (xii) commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 5.1, the "MATERIAL CONTRACTS"). (b) Each of the Material Contracts without redactionconstitutes the valid and legally binding obligation of the Company or its subsidiaries, including all modificationsenforceable in accordance with its terms, amendments and supplements is in full force and effect. There is no default under any Material Contract so listed either by the Company (or its subsidiaries) or, to the Company's knowledge, by any other party thereto, and no event has occurred that with the giving of notice, the lapse of time, or both would constitute a default thereunder by the Company (or its subsidiaries) or, to the Company's knowledge, any other party. (c) No party to any such Material Contract has given notice to the Company of or made a claim against the Company in respect of any breach or default thereunder.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists4.13(a) sets forth, by reference to the applicable subsectionsubsection of this Section 4.13(a), as all of the date of this Agreement, the following types of contracts and agreements Contracts to which any Group the Company is a partyparty or by which it or its assets or properties are bound (collectively, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving Contracts with any current or former officer, director, member or Affiliate of the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement Contracts with the top 10 customers and suppliers any labor union or association representing any Employee of the Group CompaniesCompany; (iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets; (iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information; (v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person; (vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements; (viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000; (ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof; (x) all agreements and contracts involving Contracts obligating the payment Company to provide or obtain products or services for a period of royalties one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs; (xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business; (xii) Contracts providing for severance, retention, change in control or other amounts calculated based upon similar payments; (xiii) Contracts for the revenues employment of any individual on a full-time, part-time or income consulting or other basis providing annual compensation in excess of the Group Companies $50,000; (xiv) management Contracts and Contracts with independent contractors or income consultants (or revenues related to any Product similar arrangements) in excess of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts $50,000 that are not cancelable without penalty or further payment and without more than ninety thirty (9030) days’ notice; (ivxv) all contracts involving outstanding Contracts of guaranty, surety or indemnification, direct or indirect, by the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (vxvi) all contracts and agreements providing for severance, retention, change Contracts (or group of related contracts) which involve the expenditure of more than $25,000 annually or $100,000 in control the aggregate or similar paymentsrequire performance by any party more than one year from the date hereof unless in the Ordinary Course of Business; (vixvii) all contracts Intellectual Property Licenses, royalty Contracts and agreements evidencing indebtedness other Contracts relating to any Intellectual Property (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, except licenses pertaining to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” commercially available Software with used pursuant to shrink-wrap or click-through license grants on reasonable terms for a replacement cost and aggregate annual license and maintenance fees fee of less no more than $100,0001,000); (xiiixviii) all contracts which involve the license incentives, grants or grant of rights to Company-Owned IP by the Group Companies, but excluding other agreements from or with any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practiceGovernmental Authority; (xivxix) all contracts involving useContracts for services from lawyers, license or grant of any rights to any material Company Intellectual Propertyaccountants, financial advisors and consultants (“Professional Service Providers”); and (xvxx) any commitment Contracts that are otherwise material to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)Company. (ib) Each of the Material Contract Contracts is a in full force and effect and is the legal, valid and binding obligation of the respective Group Company andCompany, to the knowledge and of the Company Signatories, the other parties thereto, and is enforceable against each of them in accordance with its termsterms and, subject to upon consummation of the Remedies Exceptionstransactions contemplated by this Agreement, shall, except as otherwise stated in Company Disclosure Schedule 4.13(b), continue in full force and the respective Group effect without penalty or other adverse consequence. The Company is not in material breach or violation ofdefault under any Material Contract, or material default undernor, to the Knowledge of the Company, is any other party to any Material Contract nor has any Material Contract been canceled by the other party; (ii) in breach of or default thereunder, and, to the knowledge Knowledge of the Company SignatoriesCompany, no other party is in event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or violation ofdefault by the Company or any other party thereunder. Notwithstanding the generality of the foregoing, or the Company is not in material default underunder the MOSA nor, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge Knowledge of the Company, is any other party to the MOSA in breach of or default thereunder, and, to the Knowledge of the Company, no event has occurred that with the lapse of time or the giving of notice or both would constitute a material breach or default by the Company Signatoriesor any other party thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, oral claim and no such party has given notice of default under any such significant dispute with respect to any Material Contract. The Company Signatories have furnished or made available has, and will transfer to WinVest or its legal advisors Purchaser at the Closing, good and valid title to the Material Contracts, free and clear of all Liens other than Permitted Exceptions. The Company has delivered to Purchaser true, correct and complete copies of all of the Material Contracts without redactionContracts, including together with all modificationsamendments, amendments and modifications or supplements thereto. The Company is not and at Closing shall not be, obligated to make any payments to Professional Service Providers related to the Transaction, the wind down and liquidation of the Business or otherwise other than as set forth on Company Disclosure Schedule 4.14(a)(xix) or as approved by Newco. (c) Company Disclosure Schedule 4.13(c) sets forth a complete and accurate list of all consents, waivers, approvals or authorizations of any Person required to transfer the Material Contracts.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group the Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available party (such contracts and agreements as are required to be set forth on Section 4.16(a) of the Company Disclosure Schedule but excluding any Plan being the “Material Contracts”): (i) each contract all contracts and agreement agreements involving obligations of, or payments to, the receipt by or payment to any Group Company, Company in excess of an amount exceeding $100,000 per year(other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); (ii) each contract all contracts and agreement with agreements (A) that involve the top 10 license of any Intellectual Property Rights to or from the Company (but excluding any (1) nonexclusive licenses (or sublicenses) of Company-Owned IP granted to customers and suppliers in the ordinary course of business that are substantially in the same form as the Company’s standard form customer agreements as have been provided to the SPAC on or prior to the date of this Agreement; (2) non-exclusive licenses granted to service providers who access Company-Owned IP on behalf of the Group CompaniesCompany as part of their provision of services; (3) nondisclosure agreements entered into in the ordinary course of business; (4) licenses to unmodified, generally commercially available, “off-the-shelf” Software with a replacement cost and/or aggregate annual license and maintenance fees of less than $75,000) (such Software, “Shrink Wrap Code”); and (5) non-exclusive licenses granted to the Company under Company’s standard form of employment agreement or (B) that contains a covenant not to sxx or constitutes a concurrent use agreement, settlement agreement or co-existence agreement, in each case, with respect to any Company-Owned IP; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale (A) involve the granting of rights to manufacture, produce, assemble, license, market or similar agreement entered into sell the Company’s Products or (B) limit, or purport to limit, in connection with an acquisition any material respect, the Company’s exclusive right to develop, manufacture, assemble, distribute, market or disposition by any Group Company of any person sell its Products or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that otherwise limit, or purport to limit, the ability of the Group Companies Company to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any persontime, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xiiv) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP involving indemnification by the Group Companies, but Company with respect to infringement of Intellectual Property Rights (excluding any indemnity obligations of the Company included in (A) nonexclusive licenses (or sublicenses) sublicenses of Company-Owned IP granted to end users according to the Group Companies’ standard terms customers in the ordinary course of business consistent with past practicethat are substantially in the same form as the Company’s standard form customer agreements as have been provided to the SPAC prior to the date of this Agreement; (B) non-exclusive licenses granted to service providers who access Company-Owned IP on behalf of the Company as part of their provision of services; and (C) licenses to Shrink Wrap Code); (xivv) all contracts and agreements involving usethe disposition of a material portion of the Company’s assets or the acquisition of the business or securities or ownership interests of another person; (vi) all contracts and agreements involving material uncapped indemnity obligations of the Company (other than those excluded from disclosure under Section 4.16(a)(iv)); (vii) all partnership, license joint venture or grant similar agreements; (viii) all contracts and agreements with any Governmental Authority to which the Company is a party, other than any Company Permits; (ix) all contracts or arrangements that result in any person or entity holding a power of any rights attorney from the Company that materially impacts the Company’s business, other than powers of attorney granted to any material law firms in the ordinary course of business in connection with patent prosecution; (x) all leases or master leases of personal property reasonably likely to result in annual payments by or to the Company Intellectual Propertyof $250,000 or more in a 12-month period; and (xvxi) any commitment to enter into any all collective bargaining agreements, labor contract or other written agreement or arrangement with any labor union, collective bargaining agent, industrial organization or any employee organization and all contracts, agreements or arrangements with a PEO or other contract, agreement or arrangement providing for co-employment of employees of the type described in clauses Company (i) – (xvi) of this Section 4.16(aeach a “PEO Agreement”). (i) Each each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company SignatoriesCompany, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in any material respect in breach or violation of, or in any material respect in default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company SignatoriesCompany’s knowledge, no other party is in any material respect in breach or violation of, or in any material respect in default under, any Material Contract; and (iii) the Group Companies have Company has not received any written, or to the knowledge of the Company SignatoriesCompany, oral claim of default under any such Material Contract. The Company Signatories have has prior to the date of this Agreement furnished or made available to WinVest or its legal advisors the SPAC true, complete and correct and complete copies of all Material Contracts without redactionin effect as of the date of this Agreement, including all modifications, amendments and supplements theretothereto that are material in nature.

Material Contracts. (a) Section 4.16(a5.21(a) of the Company Disclosure Schedule listssets forth a true and complete list of each of the following types of Contracts to which the Company or any of the Company Subsidiaries has any current or future rights, by reference responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to the applicable subsectionwhich any of their respective properties or assets is subject, in each case as of the date of this Agreementhereof, the following types of contracts and agreements to which any Group Company is a party, but excluding for this purpose, any purchase orders submitted by customers on a standard orders, invoices, requisition forms, or other form of purchase order previously made available (such contracts purchasing documents and agreements as are set forth any Company Plans disclosed on Section 4.16(a5.15(a) of the Company Disclosure Schedule being the “Material Contracts”):Schedule: (i) each contract and agreement involving (A) contains any exclusivity or similar provision that is binding on the receipt by Company or payment any of the Company Subsidiaries (or would purport to be binding, after the Closing Date, on Parent or any of the Company Subsidiaries) or (B) otherwise limits or restricts the Company or any of the Company Subsidiaries (or would purport to limit or restrict, after the Closing Date, Parent or any of the Company Subsidiaries) from (1) engaging or competing in any line of business in any location or with any Person, (2) selling any products or services of or to any Group Companyother Person or in any geographic region, or (3) obtaining products or services from any Person, in each case of an amount exceeding $100,000 per yearclause (A) and clauses (1), (2) and (3) of clause (B), that is material to the Company and the Company Subsidiaries, taken as a whole; (ii) each contract includes (A) any “most favored nation” terms and agreement conditions (including with respect to pricing) granted by the top 10 customers and suppliers Company or any of the Group CompaniesCompany Subsidiaries to a Third Party, or (B) any arrangement whereby the Company or any of the Company Subsidiaries grants any right of first refusal or right of first offer or similar right to a Third Party, in each case of clauses (A) and (B) that is material to the Company and the Company Subsidiaries, taken as a whole; (iii) is a joint venture, strategic alliance or partnership agreement that either (A) is material to the Company and the Company Subsidiaries, taken as a whole, or (B) would reasonably be expected to require the Company and the Company Subsidiaries to make expenditures in excess of $300,000 in the aggregate during the 12-month period following the date hereof; (iv) is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and the Company Subsidiaries) relating to indebtedness for borrowed money in an amount in excess of $500,000 individually; (v) is a Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and the Company Subsidiaries) with a fair value in excess of $100,000; (vi) is a material Contract with respect to any Company Intellectual Property Rights and not for “off-the-shelf” software or hardware generally commercially available on standard and non-discriminatory terms; (vii) is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale or purchase agreement or other similar agreement, in each case for the purchase or sale of a corporation, partnership, or other business organization or business thereof (including all agreements or substantially all of the assets of such business), pursuant to which (A) any other Person has the right to acquire any assets of the Company or any of the Company Subsidiaries or (B) any other Person has the right to acquire any equity interests in the Company or any of the Company Subsidiaries; (viii) is a settlement or similar agreement with any Governmental Authority or arbitrator (public or private) (including any corporate integrity agreement, monitoring agreement or deferred prosecution agreement) or order or consent of a Governmental Authority or arbitrator (public or private) (including any consent decree or settlement order) to which the Company or any of the Company Subsidiaries is subject involving performance on or after the date hereof by the Company or any of the Company Subsidiaries and contracts in an amount in excess of $100,000 individually; (ix) any Contract (or series of related Contracts) pursuant to which the Company or any Company Subsidiary has continuing “earn-out” or similar obligations that could result in payments from the Company or any Company Subsidiary in an amount in excess of $100,000 per Contract; (x) any Contract (or series of related Contracts) that creates an obligation of the Company or any of the Company Subsidiaries to make any capital commitment, loan or capital expenditure in an amount in excess of $100,000 per twelve-month period after the date hereof; (xi) any Contract with the Company Customers and Suppliers; (xii) any Contract that contains a change in control provision that would be triggered in connection with consummation of the Transactions, provided that (i) such Contract has provided $100,000 or more of revenue to the Company or any of the Company Subsidiaries, individually or in the aggregate, in the twelve-month period prior to the date hereof, or would reasonably be expected to provide $100,000 or more of revenue to the Company or any of the Company Subsidiaries, individually or in the aggregate, in the twelve-month period after the date hereof or (ii) such change in control provision expressly requires aggregate payments by the Company or any the Company Subsidiaries, individually or in the aggregate, in excess of $100,000; (xiii) any Contract (including any loan) between the Company or any of its Significant Subsidiaries, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary) of the Company or any of its Significant Subsidiaries 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 of its Significant Subsidiaries has an obligation to indemnify such officer, director, Affiliate or family member, but not including any Company Plans; (xiv) any stockholder, investors rights, registration rights or similar agreement or arrangement; (xv) any Contract pursuant to which the Company or any of the Company Subsidiaries has continuing obligations or interests involving (A) “milestone” or other similar contingent payments to be made to or by the Company or any of the Company Subsidiaries upon the achievement of certain milestones, including upon the achievement of regulatory or commercial milestones or (B) payment of royalties or other amounts calculated based upon the any revenues or income of the Group Companies Company or income or revenues related to any Product of the Group Companies Company Subsidiaries, in each case (x) which payments after the date hereof would reasonably be expected to which be: (i) in the Group Companies are a partycase of suppliers and subcontractors, more than $200,000 in the twelve (12) month period following the date hereof, and all other consulting (ii) in the case of employees and management contracts sales representatives, more than $100,000 in the twelve (12) month period following the date hereof, and (y) that are cannot cancelable without penalty be terminated by the Company or further payment and such Company Subsidiary without more than ninety sixty (9060) days’ noticenotice without material payment or penalty; (ivxvi) all contracts involving the payment of royalties any employment, severance, consulting or other amounts calculated based upon agreements which provide for compensating or providing benefits to, or that otherwise govern the revenues terms of employment of, present or income former employees or consultants of the Company or the Company Subsidiaries, which provide for base compensation payable to any Group Companyemployee or consultant of the Company or any of the Company Subsidiaries in excess of $100,000 per year; (vxvii) all contracts and agreements providing for severance, retention, change in control any material collective bargaining agreement or similar paymentsother material Contract with any labor union; (vixviii) all contracts any Contract (including any option agreement) to purchase or sell any interest in real property, and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000Company Real Property Lease; (viixix) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company Contract relating to the indemnification of any person director or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all officer of the assets Company or any of such person or by any other manner);the Company Subsidiaries that deviates from the form of indemnification agreement made available to the Investors; or (viiixx) all partnership, joint venture, profits sharing or similar agreements any Contract that are would be required to be filed by the Company as a “material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements contract” pursuant to which any Group Company leases Item 601(b)(10) of Regulation S-K under the Securities Act or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP disclosed by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of CompanyCompany under Item 1.01 on a Current Report on Form 8-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement K. Each Contract of the type described in clauses (i) – through (xvixx) is referred to herein as a “Company Material Contract.” (b) Except for this Agreement or as set forth in Section 5.21(a) of this Section 4.16(a)the Disclosure Schedule, as of the date hereof, none of the Company or any of the Company Subsidiaries is a party to or bound by any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) that is to be performed after the date hereof that has not been filed as an exhibit to or incorporated by reference in a Company SEC Document. (ic) Each Company Material Contract is a legal, valid and binding obligation of the respective Group Company and in full force and effect and, to the knowledge of the Company SignatoriesCompany’s Knowledge, enforceable against the other party or parties thereto, and is enforceable thereto in accordance with its terms, subject except as such enforceability may be limited by the Bankruptcy and Equity Exception. Since December 31, 2015, (i) except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of the Company Subsidiaries, nor to the Remedies ExceptionsCompany’s Knowledge any other party to a Company Material Contract, and the respective Group Company is not in material breach or violation of any provision of, or material taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default underunder the provisions of such Company Material Contract, any Material Contract nor has any Material Contract been canceled by the other party; and (ii) to neither the knowledge Company nor any of the Company SignatoriesSubsidiaries has received written notice that it has breached, no other party is in material breach violated or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default defaulted under any such Company Material ContractContract which has not been cured or resolved. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct True and complete copies of all the Company Material Contracts without redaction, including all modifications, and any material amendments and supplements theretothereto have been made available to the Investors.

Material Contracts. (a) Except as set forth in Section 4.16(a) 3.14 of the Disclosure Schedule, neither Company Disclosure Schedule lists, by reference nor any of its Subsidiaries is a party to the applicable subsectionor bound by, as of the date hereof, any of this Agreement, the following types (each contract, arrangement, commitment or understanding of contracts the type described in this Section 3.14(a), whether written or oral and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are whether or not set forth on Section 4.16(a) of in the Company Disclosure Schedule being the Schedule, is referred to as a “Material ContractsContract”): (i) each any contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition since January 1, 2009 (and any contract or disposition by agreement entered into at any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or time to the purchase of a controlling equity interest in or substantially all extent that material obligations remain as of the assets of such person or by any other mannerdate hereof); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (xivii) all any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, where Company or any of its Subsidiaries is a lender, borrower or guarantor and where the amount is in excess of $200,000, other than agreements evidencing deposit liabilities, endorsements and guarantees in connection with presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice, trade payables and contracts involving useor agreements relating to borrowings entered into in the ordinary course of business), license including any sale and leaseback transactions, capitalized leases and other similar financing transactions; (iii) any contract or grant agreement limiting (or purporting to limit) the freedom of Company or any of its Subsidiaries or other Affiliates to engage in any line of business or to compete with any other Person or prohibiting Company or any of its Subsidiaries or other Affiliates from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (iv) any contract or agreement with any Affiliate of Company or any of its Subsidiaries; (v) any agreement of guarantee, support or indemnification by Company or any of its Subsidiaries, assumption or endorsement by Company or any of its Subsidiaries of or any similar commitment by Company or any of its Subsidiaries with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any rights other Person other than those entered into in the ordinary course of business; (vi) any material agreement that would be terminable other than by Company or any of its Subsidiaries or any agreement under which a material payment obligation of the Company or any of its Subsidiaries (or any successor(s) thereto) would arise or be accelerated, in each case as a result of the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events); (vii) any alliance, cooperation, joint venture, shareholders’ partnership or similar agreement involving a sharing of profits or losses relating to Company or any of its Subsidiaries; (viii) any employment agreement with any employee or officer of Company or any of its Subsidiaries; (ix) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of Company or any of its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of Company; (x) any contract or agreement that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Company or any of its Subsidiaries or (D) provision 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 Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xi) any material Company Intellectual Propertycontract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement; (xii) any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments are, or are reasonably expected to be, in excess of $25,000; and (xvxiii) any commitment contract not listed above that is material to enter into the financial condition, results of operations or business of Company or any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)its Subsidiaries. (ib) Each Company and each of its Subsidiaries have performed in all material respects all of the obligations required to be performed by them and are entitled to all accrued benefits under, and are not alleged (or otherwise to the Knowledge of Company) to be in default in respect of, each Material Contract to which Company or any of its Subsidiaries is a legalparty or by which Company or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, be material to Company and its Subsidiaries. Each of the Material Contracts is valid and binding obligation on Company or its applicable Subsidiary and in full force and effect, without amendment, and there exists no default or event of the respective Group default or event, occurrence, condition or act, with respect to Company andor any of its Subsidiaries or, to the knowledge Knowledge of Company, with respect to any other contracting party, which, with the Company Signatoriesgiving of notice, the lapse of time or the happening of any other parties theretoevent or condition, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach would become a default or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim event of default under any such Material Contract, except, as would not, individually or in the aggregate, be material to Company and its Subsidiaries. The Company Signatories have furnished or made available to WinVest or its legal advisors trueTrue, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretohave been furnished or made available to Parent.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, Except as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) Schedule 5.15, none of the Company Disclosure Schedule being FCB Companies, nor any of their respective Assets, businesses or operations, is a party to, or is bound or affected by, or receives benefits under any of the “Material Contracts”): following (whether written or oral, express or implied): (i) each contract and agreement involving the receipt by any employment, severance, termination, consulting or payment to retirement Contract with any Group Company, of an amount exceeding $100,000 per year; Person; (ii) each contract any Contract relating to the borrowing of money by any FCB Company or the guarantee by any FCB Company of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, trade payables and agreement with the top 10 customers Contracts relating to borrowings or guarantees made and suppliers letters of the Group Companies; credit); (iii) all agreements and contracts involving the payment any Contract relating to indemnification or defense of royalties any director, officer or other amounts calculated based upon the revenues or income employee of any of the Group FCB Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; Person; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; Contract with any labor union; (v) all contracts and agreements providing for severance, retention, change any Contract relating to the disposition or acquisition of any interest in control or similar payments; any business enterprise; (vi) all contracts and agreements evidencing indebtedness (any Contract relating to the extension of credit to, provision of services for, sale, lease or any guaranty therefor) for borrowed moneylicense of Assets to, engagement of services from, or granting a Lien on its assetspurchase, whether tangible lease or intangiblelicense of Assets from, any 5% stockholder, director or officer of any of the FCB Companies, any member of the immediate family of the foregoing or, to secure the Knowledge of FCB, any indebtedness related interest (as defined in an amount greater than $150,000; Regulation O promulgated by the FRB) (“Related Interest”) of any of the foregoing; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company Contract (A) which limits the freedom of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group FCB Companies to compete in any line of business or with any person Person or entity or (B) which limits the freedom of any other Person to compete in any geographic area line of business with any FCB Company; (viii) any Contract providing a power of attorney or during similar authorization given by any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group FCB Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms except as issued in the ordinary course of business consistent with past practice; respect to routine matters; or (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xvix) any commitment Contract (other than deposit agreements and certificates of deposits issued to enter customers entered into in the ordinary course of business and letters of credit) that involves the payment by any contract or agreement of the type described FCB Companies of amounts aggregating $5,000 or more in clauses any twelve-month period (i) – (xvitogether with all Contracts referred to in Sections 5.10 and 5.14(a) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company SignatoriesAgreement, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor “FCB Contracts”). FCB has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished delivered or made available to WinVest or its legal advisors true, ANB correct and complete copies of all Material FCB Contracts. Each of the FCB Contracts is in full force and effect, and none of the FCB Companies is in Default under any FCB Contract. All of the indebtedness of any FCB Company for money borrowed is prepayable at any time by such FCB Company without redaction, including all modifications, amendments and supplements theretopenalty or premium.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, 5.22 lists as of the date of this AgreementAgreement (and excluding this Agreement itself) all of the following contracts and other agreements or commitments (whether oral or written) to which Seller or Clinsite is a party and which relate to the conduct of the Business (other than contracts and other agreements which are not Assumed Liabilities or are not included in the Acquired Assets (collectively, the following types of contracts "Material Contracts"): (a) employment, consulting, bonus, profit-sharing, percentage compensation, deferred compensation, pension, welfare, retirement, stock purchase or stock option plans and agreements to which any Group Company is a partyand commitments with the directors or Personnel of Seller, excluding agreements and commitments terminable by Seller on not more than 30 days' notice without liability or penalty, and plans disclosed in Schedule 5.17(c); (b) notes, mortgages, contracts, agreements, and commitments for this purposethe repayment or borrowing of money by Seller in excess of $10,000 in any one case, any purchase orders submitted or for a line of credit including borrowings by customers on a standard Seller in the form of purchase order previously made available guarantees of, indemnification for, or agreements to acquire any obligations of others, and all security or pledge agreements related thereto; (c) contracts, agreements, and commitments relating to any joint venture, partnership, strategic alliance, or sharing of profits or losses with any Person; (d) contracts, agreements, and commitments containing covenants purporting to limit the freedom of Seller or any Personnel to compete in any business or in any geographic area; (e) contracts, agreements, and commitments requiring payments or distributions to any shareholder, director, or Personnel of Seller, or any relative or affiliate of any such contracts Person; (f) material contracts, agreements, licenses and agreements commitments relating to Computer Software; (g) contracts, agreements, and commitments not disclosed on any other Schedule to this Agreement and which involve or may involve the payment or receipt by Seller (whether in payment of a debt, as are set forth on Section 4.16(aa result of a guarantee or indemnification, for goods or services, or otherwise) of more than $25,000 per year or $50,000 over the Company Disclosure Schedule being initial term thereof, or are otherwise material to the “Material Contracts”):Business; (h) contracts, agreements and commitments not made in the Ordinary Course of Business; and (i) all Real Property Leases. Schedule 5.22 identifies whether each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legalto be an Assigned Contract, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, but subject to the Remedies Exceptions, Section 2.04. Seller and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies Clinsite have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct true and complete copies of all the Material Contracts without redactionavailable to Purchaser. Except as set forth in Schedule 5.22, there are no transactions relating to the Business presently pending or planned or initiated or completed since December 31, 1999 between Seller and any shareholder, officer, director, or Personnel of Seller, or any relative or Affiliate of any such Person, including all modificationsany contract, amendments agreement, or other arrangement (i) providing for the furnishing of services by Seller, (ii) providing for the rental of real or personal property by Seller, or (iii) otherwise requiring payments from Seller (other than for services as officers or directors of Seller) to any such Person or corporation, partnership, trust, or other entity in which any such Person has a direct or indirect interest as a shareholder, officer, director, trustee, or partner. All of the Material Contracts are in full force and supplements effect, except as provided in Schedule 5.22. Except as set forth in Schedule 5.22, neither Seller, nor, To the Knowledge of Seller, any other party thereto, has breached any material provision of, or is in material default under, the terms of, nor does any condition exist which, with notice or lapse of time, or both, would cause Seller or, To the Knowledge of Seller, any other party to be in default under, any contract, agreement, or commitment.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsectionExcept for this Agreement, as of the date of this Agreementhereof, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) none of the Company Disclosure Schedule being the “Material Contracts”):or its Subsidiaries is a party to or bound by any Contract: (i) each contract and agreement involving that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearSEC); (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties that materially limits, curtails or other amounts calculated based upon the revenues restricts or income of the Group Companies purports to materially limit, curtail or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; restrict either (x) all contracts and agreements that limit, the type of business in which the Company or purport to limit, any of its Subsidiaries may engage or the locations in which any of them may so engage in any business or (y) the ability of the Group Companies to compete in Company or any line of business or with any person or entity or in any geographic area or during any period of time or its Subsidiaries to hire or retain solicit for hire for employment any person; (xi) all contracts individual or group as would be material to the Company and agreements its Subsidiaries, taken as a whole, in each case pursuant to which any Group Company leases or is a lessor of any real property; this clause (xiiii) all contracts or except for Government Contracts and teaming agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms entered into in the ordinary course of business consistent with past practice; (xiviii) all contracts for any joint venture, partnership or similar arrangement, or any Contract involving usea sharing of revenues, license profits, losses, costs, or grant liabilities by the Company or any of its Subsidiaries with any other Person, in each case pursuant to which the Company and its Subsidiaries would reasonably be expected to be obligated to contribute assets with a fair market value in excess of $2,000,000 in any twelve month period, in each case excluding any teaming agreement entered into in the ordinary course of business consistent with past practice; (iv) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness of any rights to Person in excess of $2,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the consummation of the Merger and the other Transactions, other than Contracts between or among the Company and any material Company Intellectual Property; andof its wholly owned Subsidiaries or between or among any such wholly owned Subsidiaries; (xvv) that is a collective bargaining agreement; (vi) that is (x) (1) a long-term supply Contract that is not specific to the fulfillment of a customer Contract, (2) any commitment to enter into any contract or agreement Contract in respect of the type described needs of an individual division of the Company that is not specific to the fulfillment of customer Contracts, or (3) a Contract in clauses respect of the needs of the Company’s headquarters operations that is not specific to the fulfillment of a customer Contract that, in each case, involves or would reasonably be expected to involve aggregate payments by the Company and/or its Subsidiaries in excess of $5,000,000 in any twelve-month period, or (iy) – a Contract that is otherwise material to the business of the Company or any of its Subsidiaries, in the case of each of (xvix) and (y), other than (A) any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of this Section 4.16(asixty (60) days or less, (B) any Government Contract or other customer Contract, (C) Contracts that support one or more Government Contract or other individual Contract with customers for which the Company is substantially fully reimbursed for such Contract pursuant to such Government Contract or Contract with such customer (such Contracts, “Direct Charge Contracts”)., (D) any lease, sublease, rental or occupancy agreement, license, or other Contract that, in each case, provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any real property, (E) Contracts relating to Benefit Plans, (F) Contracts relating to insurance policies or (G) Contracts with distributors or sales agents that are commission-based; (ivii) Each Material Contract is a legalthat, valid and binding to the knowledge of the Company, includes an indemnification obligation of the respective Group Company or any of its Subsidiaries (including any obligations to advance funds for expenses), other than Contracts containing indemnification obligations which would not reasonably be expected to obligate the Company to pay in excess of $5,000,000; (viii) 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 (A) the Company or any of its Subsidiaries would reasonably be expected to be obligated to pay total consideration including assumption of debt after the date of this Agreement in excess of $10,000,000, (B) any third party has the right to acquire any assets of the Company or any of its Subsidiaries with a fair market value or purchase price of more than $10,000,000, or (C) any third party has the right to acquire any interests in the Company or any of its Subsidiaries, other than, in the case of clauses (A) and (B), acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice; (ix) between the Company and its Subsidiaries, on the one hand, and the Company’s Affiliates (other than Subsidiaries of the Company) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; (x) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the Transactions; (xi) that is material to the Company and its Subsidiaries, taken as a whole, and was not negotiated and entered into on an arm’s-length basis, other than agreements between the Company and its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company; (xii) that contains any standstill provision to which the Company or any of its Subsidiaries is subject or a beneficiary thereof; (xiii) that contains any most favored nation provision or similar preferential pricing terms, exclusivity or similar obligations to which the Company or any of its Subsidiaries is subject, which is material to the Company and its Subsidiaries, taken as a whole, other than Government Contracts, teaming agreements and the Company’s GSA Schedules; or (xiv) that limits or restricts 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 applicable, (B) to make loans to the Company or any of its Subsidiaries or (C) to grant Liens on the property of the Company or any of its Subsidiaries. Each such contract described in Section 5.13(a) above, together with all Contracts filed as exhibits to the Company Reports is referred to herein as a “Material Contract.” (b) Section 5.13(a) of the Company Disclosure Letter sets forth a reasonably detailed description of each reason why each Contract listed therein is disclosed in response to the applicable subsection of Section 5.13(a) of the Company Disclosure Letter. Each of the Material Contracts is binding on the Company or its Subsidiaries, as the case may be, subject to the Bankruptcy and Equity Exception, and, to the knowledge of the Company SignatoriesCompany, the each other parties party thereto, and is enforceable in accordance with its termsterms and is in full force and effect, subject and each of the Company and each of its Subsidiaries (to the Remedies Exceptionsextent they are party thereto or bound thereby) and, to the Company’s knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract. Each of the Company and the respective Group Company each of its Subsidiaries is not (with or without notice, lapse of time or both) in material breach or violation ofdefault in any material respect thereunder and, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company SignatoriesCompany, no other party to any Material Contract is (with or without notice, lapse of time or both) in material breach or violation ofdefault in any material respect thereunder, or material default under, and neither the Company nor any of its Subsidiaries has received notice from the other party to any Material Contract; Contract of any intention to cancel, terminate, materially change the scope of rights and (iii) the Group Companies have obligations under or not received any written, or to the knowledge of the Company Signatories, oral claim of default under any renew such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a4.20(a) of the Company Disclosure Schedule listscontains an accurate and complete list of each contract described below in this ‎Section 4.20(a) under which the Company or any of its Subsidiaries has any current or future rights, by reference responsibilities, obligations or liabilities (in each case, whether contingent or otherwise), in each case as of the date hereof (other than the Company Plans) (collectively, the “Material Contracts”): ​ ​ (i) any partnership, joint venture, strategic alliance, collaboration, co-promotion or research and development project contract that is material to the applicable subsectionCompany and its Subsidiaries, taken as a whole; (ii) any contract relating to outstanding indebtedness of the Company or any of its Subsidiaries for borrowed money or any financial guaranty thereof in an amount in excess of $1,000,000, other than (A) contracts among the Company and its wholly owned Subsidiaries and (B) financial guarantees entered into in the ordinary course of business; (iii) any contract (excluding licenses for commercial off-the-shelf computer software and non-exclusive licenses granted in the ordinary course of business) to which the Company or any of its Subsidiaries is a party pursuant to which the Company or any of its Subsidiaries (A) is granted any license or right to use, or covenant not to sue with respect to, any Intellectual Property of a Third Party or (B) has granted to a Third Party any license or right to use, or covenant not to sue with respect to, any Intellectual Property, and, in the case of both ‎(A) and ‎(B), which contract is material to the Company and its Subsidiaries, taken as a whole; (iv) any agreement for the purchase, sale or lease of supplies, goods or products or for the furnishing or receipt of services, in each case, which provides for payments to or by the Company and its Subsidiaries that exceed $2,000,000 annually or $7,500,000 in the aggregate; (v) any shareholders, investors rights or registration rights agreement; (vi) any other agreement which provides for payments to or by the Company and its Subsidiaries that exceed $5,000,000 individually or $15,000,000 in the aggregate; (vii) any Labor Agreement; (viii) any contract that is a settlement, conciliation or similar agreement with any Governmental Authority or Person or pursuant to which the Company or any of its Subsidiaries has any material outstanding obligation; (ix) any contract (A) prohibiting, or purporting to limit or restrict the Company’s, any of the Company’s Affiliates’ or any of its Subsidiaries’ ability to compete or to conduct its businesses in any geographical area or the type or line of business in which the Company or any of its Subsidiaries is engaged, (B) providing “most favored nation” or similar provisions where the pricing, discounts or benefits to any customer or other business relation of the Company or any of its Subsidiaries changes based on the pricing, discounts or benefits offered to other customers or business relations, (C) granting a right of first refusal or right of first offer or similar right for any line of business or assets of the Company or any of its Subsidiaries, (D) establishing an exclusive sale or purchase or similar obligation with respect to any obligation or geographical area or (E) imposing any minimum requirements or obligations of the Company or any of its Subsidiaries for any minimum purchase, expenditure, investment, sale, payment, production, supply, output, distribution or similar minimum requirements obligations or any take-or-pay provision in favor of a third party; ​ ​ (x) any contract related to any completed, pending or future (A) disposition, divestiture or acquisition (whether by merger, sale of stock, sale of assets or otherwise) of any business, equity interests or material portion of assets or properties by the Company or any of its Subsidiaries or (B) consolidation, recapitalization, reorganization or other business combination with respect to the Company or any of its Subsidiaries, in each case, under which the Company or any of its Subsidiaries has outstanding payment or indemnification obligations; and (xi) any other contract, arrangement, commitment or understanding that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (b) Except for breaches, violations or defaults which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available hereof (such contracts and agreements as are i) each contract set forth on Section 4.16(ain ‎Section 4.20(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract is valid and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; in full force and effect and (ii) each contract and agreement with neither the top 10 customers and suppliers Company nor any of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a partyits Subsidiaries, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material nor to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge Knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party to any such contract, is in material breach or violation of, or material default under, of any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoprovision thereof.

Material Contracts. (a) Section 4.16(a) of Except for the Company Disclosure Schedule lists, by reference to the applicable subsection, Original Agreement (and as of the date of this Agreement and as of the Closing Date, this Agreement), the following types of contracts Company Benefit Plans, the Company Real Property Leases, the Company Subleases and agreements filed as exhibits to which the Company SEC Documents (including those that are filed with the SEC at any Group time prior to the Original Agreement Date and incorporated by reference thereto), as of the Original Agreement Date, neither the Company nor any of its Subsidiaries is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):party to or bound by: (i) each contract and agreement involving any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearSEC); (ii) each contract and agreement any Contract with any Top Company Customer or Top Company Vendor pursuant to which material payments are to be made or received by the top 10 customers and suppliers Company or any of its Subsidiaries or material obligations of the Group CompaniesCompany or any of its Subsidiaries will remain outstanding after the Original Agreement Date, other than with respect to commercial product Warranties on customary terms; (iii) all agreements any Contract under which the Company or any of its Subsidiaries has continuing indemnification, earnout or similar obligations to or by any third person which are material to the Company and contracts involving its Subsidiaries, taken as a whole, other than those entered into on customary terms in connection with the payment of royalties distribution, sale or other amounts calculated based upon the revenues or income license of the Group Companies Company’s products in the Ordinary Course of Business and other than any such Contracts that may be cancelled without liability to the Company or income its Subsidiaries upon notice of 90 days or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeless; (iv) all contracts involving any Contract concerning the payment of royalties acquisition or other amounts calculated based upon the revenues or income divestiture of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control entity or similar payments; (vi) all contracts and agreements evidencing indebtedness any business (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person any entity or any business), or any investment in, or acquisition or divestiture of any security of, any entity, by the Company or any of its Subsidiaries under which the Company or any of its Subsidiaries has any material continuing obligations; (v) any Contract for capital expenditures involving payments of more than $4,000,000 individually or $8,000,000 in the aggregate, by or on behalf of the Company or any of its Subsidiaries, for which reserves have not already been established in the financial statements of the Company and its Subsidiaries; (vi) any Contract which is material to the operations of the Company and its Subsidiaries, taken as a whole, involving a joint venture or strategic alliance or partnership agreement or other manner)sharing of profits or losses with any person; (vii) any Contract relating to indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (viii) all partnershipany Contract with any Top Company Customer or Top Company Vendor containing any, joint ventureor, profits sharing or similar agreements that are material to the business knowledge of the Group Companies; Company, any other material Contract containing any material, covenants, commitments, or other obligations by the Company or any of its Subsidiaries (ixA) all contracts and agreements not to compete with any Governmental Authority person in a line of business or activity, (B) not to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete engage in any line of business or with any person or entity or activity in any geographic area location in a line of business, activity or during geographic location, (C) granting any period exclusive rights to any third party, (D) including “take or pay,” “sole source” or “requirements” obligations, (E) granting any “most favored pricing” or similar terms to any third party, or (F) otherwise prohibiting or limiting the right of time the Company or its Subsidiaries to sell, distribute or manufacture any products or services or to hire purchase or retain otherwise obtain any personsoftware, components, parts or subassemblies, in each case, other than any such Contracts (x) that may be cancelled without material liability to the Company or any of its Subsidiaries upon notice of 180 days or less, or (y) which are not material to the Company and its Subsidiaries, taken as a whole; (ix) any Contract disclosed or required to be disclosed on Section 3.20(g) of the Company Disclosure Letter; (x) any Order or settlement or conciliation agreement entered into since January 1, 2018, other than (A) releases immaterial in nature and amount entered into with former employees or independent contractors of the Company in the Ordinary Course of Business or (B) settlement agreements which would not require the Company to pay consideration in excess of $2,000,000; (xi) all contracts any Contract evidencing an outstanding loan, advance or investment by the Company or any of its Subsidiaries to or in, any person (other than the Company or any other Subsidiary of the Company) of more than $5,000,000 in the aggregate (excluding trade receivables and agreements pursuant advances to which any Group Company leases or is a lessor employees for normally incurred business expenses, each arising in the Ordinary Course of any real propertyBusiness); (xii) all contracts each Material Government Contract (excluding any Government Contracts with universities or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost similar institutions on customary and aggregate annual license and maintenance fees of less than $100,000reasonable terms);; and (xiii) all contracts any Contract not described above and pursuant to which involve the license Company or grant any of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (its Subsidiaries has paid or sublicenses) received payments in excess of Company-Owned IP granted to end users according to the Group Companies’ standard terms $5,000,000 in the ordinary course most recent fiscal year, or is obligated to pay or entitled to receive payments in excess of business consistent with past practice; $5,000,000 in the 12-month period following the Original Agreement Date, in each case, other than (xivA) all contracts involving use, license Contracts solely between the Company and a wholly owned (direct or grant of any rights to any material Company Intellectual Property; and (xvindirect) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge Subsidiary of the Company Signatoriesor solely between wholly owned (direct or indirect) Subsidiaries of the Company, the other parties thereto(B) Contracts with customers, and is enforceable in accordance with its termssuppliers, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation ofvendors, or material default under, any Material Contract nor has any Material Contract been canceled by third-party service providers entered into in the other party; Ordinary Course of Business on reasonable terms or (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.C)

Material Contracts. (a) Section Schedule 4.16(a) sets forth all of the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements Contracts to which any Group Company is a partyparty or by which any of them or their respective assets or properties are bound (collectively, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):) but excluding for all cases the Development Agreement: (i) each contract and agreement involving the receipt by or payment Contracts required to any Group Company, of an amount exceeding $100,000 per yearbe disclosed on Schedule 4.22(a); (ii) each contract and agreement with Contracts for the top 10 customers and suppliers sale of any of the Group Companiesassets of Company other than in the Ordinary Course of Company’s Business; (iii) all agreements and contracts involving the payment Contracts for joint ventures, strategic alliances, partnerships, licensing arrangements or sharing of royalties profits or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeproprietary information; (iv) all contracts involving the payment Contracts containing covenants of royalties Company not to compete in any line of business or other amounts calculated based upon the revenues with any Person in any geographical area or income not to solicit or hire any individual with respect to employment or covenants of any Group Companyother Person not to compete with Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment; (v) all contracts and agreements Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) of any operating business or material assets or the capital stock or other equity interests of any other Person; (vi) Contracts relating to Indebtedness; (vii) Contracts entered into outside of the Ordinary Course of Company’s Business providing for the license of Company Products or the provision of services by Company; (viii) Contracts providing for severance, retention, change in control or other similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company for the employment of any person individual on a full-time, part time or of any business entity consulting or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companiesbasis; (ix) all contracts and agreements Contracts providing for indemnification or reimbursement by Company arising out of or in connection with any Governmental Authority to which any Group Company is a party, other than any Company PermitsProduct or service provided by Company; (x) all contracts and agreements Contracts (or group of related contracts) to which the Company is a party that limit, involve the expenditure or purport to limit, receipt of more than $100,000 annually or which require performance by any party more than one year from the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any persondate hereof; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor Contracts for the lease of any real propertyLeased Property, including, without limitation, the Real Property Leases; (xii) all contracts Contracts and agreements related to obtaining materials and services used in the manufacture of Eikon Kits and other kits and receptacle or agreements to use any Company-Licensed IP, (collection systems and other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000)material supplier Contracts; (xiii) all contracts which involve the license Contracts with any Person that require Company to deal exclusively with such Person or grant that require Company to transact a minimum amount of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses business with such Person (or sublicensesprovide for negative consequences if Company fails to do either of the foregoing) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practiceor that give any Person “most favored nations” treatment; (xiv) all contracts powers of attorney given by Company or on behalf of Company; (xv) Contracts involving use, license or grant material licenses of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)Contracts that are otherwise material to Company. (ib) Each of the Material Contract Contracts is a in full force and effect and is the legal, valid and binding obligation of the respective Group Company andCompany, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable against them in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Bankruptcy/Equity Exception. Company is not in material breach or violation ofdefault under any Material Contract, or material default undernor, to the Knowledge of Company, is any other party to any Material Contract nor has any Material Contract been canceled by the other party; (ii) in material default thereunder, and to the knowledge Knowledge of the Company Signatoriesno event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto, and, to Company’s Knowledge, no other party is in material breach or violation of, or material default under, has given notice of any significant dispute with respect to any Material Contract; and (iii) the Group Companies have not received any written, or . Company has delivered to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors Parent true, correct and complete copies of all of the Material Contracts without redactionContracts, including together with all modificationsamendments, amendments and modifications or supplements thereto.

Material Contracts. (a) Except for this Agreement, except for Contracts filed as exhibits to the Company SEC Reports, or except as set forth in Section 4.16(a3.17(a) of the Company Disclosure Schedule listsSchedule, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) none of the Company Disclosure Schedule being the “Material Contracts”):or any of its Subsidiaries is a party to or bound by: (i) each contract and agreement involving any Contract that would be required to be filed by the receipt by or payment to any Group Company, Company as a “material contract” (as such term is defined in Item 601(b)(10) of an amount exceeding $100,000 per yearRegulation S-K of the SEC); (ii) each contract and agreement with any Contract relating to the top 10 customers and suppliers purchase or sale of any Shares or other securities of the Group CompaniesCompany or any of the Company’s Subsidiaries; (iii) all agreements and contracts involving the payment any Contract granting a right of royalties first refusal, first offer or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticefirst negotiation; (iv) all contracts involving the payment of royalties any joint venture contracts, strategic cooperation or partnership arrangements, or other amounts calculated based upon agreements involving a sharing of profits, losses, costs or liabilities by the revenues Company or income any of its Subsidiaries with any Group Companythird party; (v) all contracts and agreements providing any Contract for severancethe acquisition, retentionsale or lease (including leases in connection with financing transactions) of material properties or assets of the Company or any of its Subsidiaries (by merger, change purchase or sale of assets or shares or otherwise) entered into since January 1, 2010 or, if prior to that date, have representations, warranties or indemnities that remain in control effect or similar paymentsas to which claims are pending; (vi) all contracts and agreements evidencing any Contract involving the payment or receipt of amounts by the Company or its Subsidiaries of more than US$3,000,000, or relating to indebtedness (for borrowed money or any financial guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater of more than $150,000US$1,000,000; (vii) all contracts and agreements any non-competition Contract or other Contract that is a definitive purchase and sale purports to limit, curtail or similar agreement entered into restrict in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or material respect the purchase of a controlling equity interest in or substantially all ability of the assets Company or any of such person its Subsidiaries to compete in any geographic area, industry or by any other manner)line of business or grants material exclusive rights to the counterparty thereto; (viii) all partnership, joint venture, profits sharing any Contract that contains restrictions with respect to (A) payment of dividends or similar agreements that are material any distribution with respect to the business equity interests of the Group CompaniesCompany or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guaranty by the Company or any of its Subsidiaries; (ix) all contracts and agreements any Contract which (A) provides the Company with effective control over any Governmental Authority of its Subsidiaries in respect of which it does not, directly or indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any of its Subsidiaries the right or option to which purchase the equity interests in any Group Company is a partyOperating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other than any Company PermitsSubsidiary of the Company; (x) all contracts any Contract between the Company or any of its Subsidiaries, on the one hand, and agreements that limit, any director or purport to limit, the ability executive officer of the Group Companies to compete in Company or any line Person beneficially owning five percent or more of business the Shares (or with their respective Affiliates), on the other (other than any person or entity or in any geographic area or during any period of time or to hire or retain any personParent Related Party); (xi) all contracts and agreements pursuant each Contract providing for any earn-out payment payable by the Company or any of its Subsidiaries to which any Group Company leases or is a lessor of any real propertythird party after the date hereof; (xii) all contracts any Contract providing for any change of control or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees similar payments in excess of less than $100,000);1,000,000; or (xiii) all contracts which involve the license any other Contracts, whether or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms not made in the ordinary course of business consistent with past practice; (xiv) all contracts involving usebusiness, license the absence of which would reasonably be expected to have, individually or grant of any rights to any material in the aggregate, a Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type Material Adverse Effect. Each such Contract described in clauses (i) – to (xvixiii) of this Section 4.16(a)above is referred to herein as a “Material Contract”. (ib) Each Material Contract is a legal, constitutes the valid and legally binding obligation of the respective Group Company or any of its applicable Subsidiaries party thereto and, to the knowledge of the Company SignatoriesCompany’s knowledge, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception, and is in full force and effect. Except as would not reasonably be expected to have, individually or in the respective Group aggregate, a Company Material Adverse Effect, (i) neither the Company nor any of its applicable Subsidiaries nor, to the Company’s knowledge, any other party thereto, is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; and (ii) no event has occurred or not occurred through the Company’s or any of its applicable Subsidiaries’ action or inaction or, to the knowledge Company’s knowledge, the action or inaction of the Company Signatoriesany third party, no other party is in material that, with or without due notice or lapse of time or both, would constitute a breach or violation of, or material default under, any Material Contract; . (c) As of the date of this Agreement, the Company and (iii) the Group Companies its Subsidiaries have not received any writtenwritten claim or notice of default, termination or to the knowledge of the Company Signatories, oral claim of default cancellation under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a4.20(a) of the Company Disclosure Schedule lists, by reference to the applicable subsectionLetter sets forth, as of the date of this Agreement, a complete and accurate list of each of the following types of contracts and agreements Contracts to which the Company or any Group of its Subsidiaries is a party or by which any of their respective properties or assets is bound that: (A) contains provisions that prohibit (or would reasonably be expected to prohibit) the Company or any of its Affiliates (or, after the Closing, Parent or any of its Affiliates) from competing in or conducting any material line of business or prevent the Company or any of its Affiliates (or, after the Closing, Parent or any of its Affiliates) from entering any material territory, market or field (it being understood that a right of exclusivity or “most favored nation” right in a Contract of the type described in clause (B)(1) through (6) below shall not be deemed to be a provision of the type described in this clause (A)), or (B) is material to the Company and its Subsidiaries, taken as a whole, and contains provisions that grant a right of exclusivity or “most favored nation” right to any Person in connection with the sale, purchase or supply of the Company’s products or services, other than in the case of this clause (B), (1) Contracts that can be terminated (including such restrictive provisions) by the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any of its Subsidiaries, (2) distribution, sales agency or customer Contracts entered into in the ordinary course of business granting exclusive rights to sell or distribute a Company Product (and not other products) or granting a “most favored nation” right in respect of a Company Products or services (and not other products or services), (3) license agreements for Company Licensed Intellectual Property Rights limiting the Company’s and its Subsidiaries’ use of such Company Licensed Intellectual Property Rights to specified fields of use, (4) supplier Contracts entered into in the ordinary course of business with requirements to purchase exclusively from a party, excluding for this purpose, any purchase orders submitted by customers on a standard form (5) marketing agreements entered into in the ordinary course of purchase order previously made available business and (such contracts 6) research and development agreements as are set forth on Section 4.16(a) entered into in the ordinary course of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearbusiness; (ii) each contract and is or relates to the formation, creation, governance, economics or control of a joint venture, partnership or similar agreement with the top 10 customers and suppliers involving any Person other than a wholly owned Subsidiary of the Group CompaniesCompany; (iii) all other than intercompany agreements and contracts involving solely among the payment Company and/or any of royalties its wholly owned Subsidiaries, contains any provision that limits or restricts (or purports to limit or restrict) 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 amounts calculated based upon equity interests, as the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticecase may be; (iv) all contracts involving the payment is a loan, guarantee of royalties indebtedness or credit agreement, note, bond, mortgage, indenture or other amounts calculated based upon binding commitment (other than letters of credit and those between the revenues Company and its wholly owned Subsidiaries) relating to indebtedness for borrowed money of the Company or income any of any Group Companyits Subsidiaries having an outstanding or committed amount in excess of $50 million individually; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection Contract (A) with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material respect to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, Intellectual Property Rights (other than unmodified, generally commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license software programs or grant of rights to Companynon-Owned IP exclusive licenses granted by the Group Companies, but excluding Company or any nonexclusive licenses (or sublicenses) Subsidiary of Company-Owned IP granted to end users according to the Group Companies’ standard terms Company in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license which do not contain any material restriction or grant condition on the use or exploitation of any rights Intellectual Property Rights by the Company or any Subsidiary of the Company) which would reasonably be expected to involve payments by or to the Company or any of the Subsidiaries of more than $25 million in any twelve month period or (B) under which a license of Intellectual Property Rights is granted by or to the Company or any of its Subsidiaries, which license in the case of this clause (B) is material to any material Company Intellectual Property; andProduct; (xvvi) is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale or purchase agreement or other similar agreement pursuant to which (A) any commitment purchase price (including any earn-out or deferred or contingent payment) obligations remain outstanding, or indemnification claims have been made or threatened in writing, pursuant to enter into which the Company and its Subsidiaries would reasonably be expected to be required to pay a total amount (including assumption of debt) after the date of this Agreement in excess of $20 million or (B) any contract other Person has the right to acquire any assets of the Company and its Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than $20 million (in each case, excluding acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries); (vii) is a settlement or similar agreement with any Governmental Authority or order or consent of a Governmental Authority to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries which is material to the Company and its Subsidiaries, taken as a whole; (viii) any Contract (or series of related Contracts) that obligates the Company or any of its Subsidiaries to make any capital commitment, loan or capital expenditure in an amount in excess of $50 million in the aggregate after the date of this Agreement; (ix) is a Contract for the purchase of materials, supplies, goods, services, equipment or other assets with any Person that required during the fiscal year ended January 2, 2016, or requires (or under which there are reasonably expected to be) during the current fiscal year, aggregate payments by the Company or any Subsidiary of the Company of more than $50 million; (x) is a Contract with a customer of the Company or any Subsidiary of the Company, including distributors, which required during the fiscal year ended January 2, 2016, or requires (or under which there are reasonably expected to be) during the current fiscal year aggregate payments to the Company or any Subsidiary of the Company of more than $50 million; or (xi) any Contract that is or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act. (xii) Each Contract of the type described in clauses (i) – through (xvixi) of this Section 4.16(a)is referred to herein as a “Company Material Contract”. (ib) Each 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 legal, valid and binding obligation of the respective Group Company and in full force and effect and, to the knowledge of the Company SignatoriesCompany, enforceable against the other party or parties thereto, and is enforceable thereto in accordance with its terms. The Company and/or its Subsidiaries party thereto, subject to the Remedies Exceptionsas applicable, and the respective Group Company is not in material breach or violation ofand, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company SignatoriesCompany, no each other party is in material breach or violation ofthereto, or material default underhas performed its obligations required to be performed by it, any as and when required, under each Company Material Contract; and (iii) , except for failures to perform that would not reasonably be expected to have, individually or in the Group Companies have aggregate, a Company Material Adverse Effect. Except for breaches, violations or defaults which would not received reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any writtenof its Subsidiaries, or nor to the knowledge of the Company, any other party to a Company SignatoriesMaterial Contract, oral claim has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or default under the provisions of such Company Material Contract, and neither the Company nor any such of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Company Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct True and complete copies of all the Company Material Contracts without redaction, including all modifications, and any amendments and supplements theretothereto have been made available to Parent prior to the date of this Agreement.

Material Contracts. (a) Except as set forth on Section 4.16(a3.14(a) of the Company Disclosure Schedule listsSchedules, by reference neither the Company nor any of its Subsidiaries is a party to the applicable subsectionor bound by, as of the date hereof, any of this Agreement, the following types (each Contract of contracts the type described in this Section 3.14(a), whether written or oral and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are whether or not set forth on Section 4.16(a) of in the Company Disclosure Schedule being the Schedules, is referred to as a “Material ContractsContract”): (i) each contract and agreement involving any Contract that constitutes a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearSEC); (ii) each contract any Contract entered into since January 1, 2014 (and agreement with any Contract entered into at any time to the top 10 customers and suppliers extent that material obligations remain as of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other mannerdate hereof); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract or instrument for the borrowing of money (but excluding any currency exchange, commodities or other hedging Contracts entered into in connection with a Derivative Transaction in the ordinary course of business consistent with past practice) or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case as of March 31, 2017 (or any such Contract entered into thereafter and prior to the date hereof, if such Contract is material and entered into outside the ordinary course of business), where the Company or any of its Subsidiaries is a lender, borrower or guarantor and where the transaction value exceeds $5,000,000, other than Contracts evidencing deposit liabilities, endorsements and guarantees in connection with the presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice, trade payables and Contracts relating to borrowings entered into in the ordinary course of business; (iv) any currency exchange, commodities or other hedging Contract entered into in connection with a Derivative Transaction where the notional value exceeds $10,000,000; (v) any Contract limiting (or purporting to limit) the freedom of the Company or any of its Subsidiaries or other Affiliates to engage in any line of business or to compete with any other Person or prohibiting the Company or any of its Subsidiaries or other Affiliates from soliciting customers, clients or employees, in each case, whether in any specified geographic region or business or generally (in each case, other than to a de minimis extent); (vi) any Contract with any Affiliate of the Company or any of its Subsidiaries; (vii) any agreement of guarantee, support or indemnification by the Company or any of its Subsidiaries, assumption or endorsement by the Company or any of its Subsidiaries of or any similar commitment by the Company or any of its Subsidiaries with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (viii) any Contract pursuant to which the annualized payments by either party thereto are in excess of $100,000 that would be terminable other than by the Company or any of its Subsidiaries or any Contract under which a material payment obligation would arise or be accelerated, in each case, as a result of the announcement or consummation of this Agreement or the Transactions (either alone or upon the occurrence of any additional acts or events); (ix) any alliance, cooperation, joint venture, shareholders’ partnership or similar Contract involving a sharing of profits or losses relating to the Company or any of its Subsidiaries; (x) any employment Contract with any employee or officer of the Company or any of its Subsidiaries; (xi) any Contract, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of the Company or any of its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company; (xii) any Contract that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries or (D) provision 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 to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xiii) any Contract pursuant to which the annualized payments by either party thereto are in excess of $100,000 that would require any consent or approval of a counterparty as a result of the consummation of this Agreement or the Transactions; (xiv) all contracts involving useany lease or other Contract (whether real, license personal or grant mixed, tangible or intangible) pursuant to which the annualized rent or lease payments are, or are reasonably expected to be, in excess of any rights to any material Company Intellectual Property; and$100,000; (xv) any commitment to enter into any contract Contract for the use or agreement purchase of the type described materials, supplies, goods, services, equipment or other assets that involves payments in clauses (i) – excess of $250,000 per year; and (xvi) any Contract not listed above that is material to the financial condition, results of this Section 4.16(a)operations or business of the Company or any of its Subsidiaries. (ib) Each Material Contract is a legal, valid The Company and binding obligation each of its Subsidiaries have performed in all material respects all of the respective Group Company andobligations required to be performed by them and are entitled to all accrued benefits under each, and are not, to the knowledge Knowledge of the Company SignatoriesCompany, the other parties theretoalleged to be, and is enforceable are not, in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not default in material breach or violation respect of, or material default under, any Material Contract nor has to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries. Each of the Material Contracts is valid and binding on the Company or its applicable Subsidiary and in full force and effect, without amendment. With respect to the Company or any of its Subsidiaries, there exists no (x) default or event of default or (y) event, occurrence, condition or act, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default, in each case, under any Material Contract been canceled by Contract, except, as would not, individually or in the other party; (ii) aggregate, be material to the knowledge Company and its Subsidiaries. Except as set forth in Section 3.14(b) of the Company SignatoriesDisclosure Schedules, with respect to any other contracting party, to the Knowledge of the Company, there exists no (x) default or event of default or (y) event, occurrence, condition or act, which, with the giving of notice, the lapse of time or the happening of any other party is event or condition, would become a default or event of default, in material breach or violation ofeach case, or material default under, under any Material Contract; and (iii) , except, as would not, individually or in the Group Companies aggregate, reasonably be expected to have not received any written, or to a Material Adverse Effect on the knowledge of the Company Signatories, oral claim of default under any such Material ContractCompany. The Company Signatories have furnished or made available to WinVest or its legal advisors trueTrue, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretohave been furnished or made available to Parent.

Material Contracts. (a) Section 4.16(a2.14(a) of the Company Disclosure Schedule listssets forth a correct and complete list of all binding contracts, by reference to the applicable subsectionagreements, as of the date of this Agreementcommitments, the following types of contracts and agreements instruments or obligations (whether written or oral, contingent or otherwise) (x) to which any Group the Company is a partyparty or its properties or assets is bound, excluding for this purposeand under which any party has continuing obligations, (y) which constitute Purchased Assets or (z) by which any purchase orders submitted by customers on a standard form Purchased Assets will be bound or subject following the Closing, in each case (of purchase order previously made available clauses (such contracts and agreements as are set forth on Section 4.16(ax) – (z)) which falls into any of the Company Disclosure Schedule being the following categories (each, a “Material ContractsContract”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearFranchise Agreements; (ii) each contract and agreement with all contracts that contain any covenant (A) limiting the top 10 customers and suppliers right of the Group CompaniesCompany or any Asset Seller to engage in any line of business or to compete with any Person in any line of business or in any geographic location, or (B) prohibiting the Company or any Asset Seller from engaging in business with any Person or levying a fine, charge or other payment for doing so; (iii) all agreements and contracts involving resulting in payment by the payment Company to a third party in excess of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to $100,000 annually, in any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeindividual case; (iv) all contracts involving for the payment performance of royalties services by the Company or other amounts calculated based upon the revenues or income any Asset Seller in excess of $100,000 annually, in any Group Companyindividual case; (v) all contracts and agreements providing for severance, retention, change in control that require the Company to purchase more than 50% of its total requirements of any product or similar paymentsservice from a third party or that contain “take or pay” provisions; (vi) all contracts and agreements evidencing indebtedness (that relate to the acquisition by the Company of any ownership interest in any other Person or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000business enterprise; (vii) all contracts and agreements that is a definitive purchase and sale for the incurrence of indebtedness for borrowed money or similar agreement entered into in connection with an acquisition the extension of credit (whether incurred, assumed, guaranteed or disposition secured by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other mannerasset); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts accounts receivables and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms payables in the ordinary course of business consistent with past practice; (xivviii) all contracts involving usethat grant to any third party a Lien (other than a Permitted Lien) on all or any of the Company’s properties and assets or any Purchased Assets; (ix) all contracts regarding any Business Intellectual Property, license or grant including related maintenance and support agreements; (x) all contracts that provide for the assumption of any rights Tax, environmental or other Liability of any Person, other than pursuant to any material Company Intellectual Property; andcustomary indemnification provisions; (xvxi) all agency, promotion, market research, marketing consulting and advertising contracts, other than Franchise Agreements; (xii) all contracts containing any commitment to enter into any contract continuing “earn-out” or agreement other contingent payment obligations of the type described in clauses Company or any Asset Seller; or (ixiii) – (xvi) all contracts that involve any joint venture, partnership or similar revenue sharing arrangement of this Section 4.16(a)the Company or any Asset Seller. (ib) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor The Stockholder has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, Purchaser correct and complete copies of all of the Material Contracts without redaction(other than any intercompany agreements that will be terminated as of Closing). All of the Material Contracts are valid, binding and in full force and effect in accordance with their terms, except to the extent they have previously expired or terminated in accordance with their terms. Neither the Company nor any Asset Seller is in material violation of or material default under any Material Contract, and to the Company’s Knowledge, there is no existing or claimed material violation or material default by any other party to any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, is likely to constitute a material default by the Company or any Asset Seller under any Material Contract. Except as set forth on Section 2.14(b) of the Company Disclosure Schedule, there are no material disputes under any Material Contract pending and the Company has not received notice pursuant to any Material Contract of any threatened material disputes. (c) Except as set forth on Section 2.14(c) of the Company Disclosure Schedule, in the twelve (12) months prior to the date of this Agreement, neither the Company nor any Asset Seller has received notice pursuant to any Material Contract that the counterparty intends to terminate or request a material modification to such Material Contract. Except as set forth on Section 2.14(c) of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, (i) in the six (6) months prior to the date of this Agreement, neither the Company nor any Asset Seller has received, to the Company’s Knowledge (which for this purpose shall be actual knowledge), oral notice from any counterparty to a Franchise Agreement that such party intends to terminate or request a material modification to, or materially breach, such Franchise Agreement, and (ii) in the six (6) months prior to the date of this Agreement, to the Company’s Knowledge (which for this purpose shall be actual knowledge), none of the following circumstances has occurred: (1) the Company has provided a notice of non-renewal to the other party to a Franchise Agreement; (2) possession or control of the property that is the subject of the Franchise Agreement has been assumed by a receiver, management company, bankruptcy trustee, secured lender, or similar party that has not agreed to assume the Franchise Agreement (whether on a temporary or permanent basis); (3) at least 50% of the guest rooms at the property that is the subject of a Franchise Agreement have become un-rentable or otherwise out of service, whether as a result of fire, flood, or other natural disaster, the exercise of partial eminent domain, a life/safety issue or otherwise; or (4) a change of control of the property that is the subject of the Franchise Agreement, where the transferee has failed to assume the Franchise Agreement or enter into a new Franchise Agreement after 30 days. Except as set forth on Section 2.14(c) of the Company Disclosure Schedule and except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, in the ninety (90) days prior to the date of this Agreement, to the Company’s Knowledge (which for this purpose shall be actual knowledge), the Company has not provided the franchisee with written notice that the franchisee is in default of the Franchise Agreement as a result of quality assurance issues, where the franchisee has not agreed in writing to a corrective action plan. (d) Section 2.14(d) of the Company Disclosure Schedule identifies by jurisdiction and effective date all currently effective registrations under the Federal Trade Commission trade regulation rule entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 C.F.R. Section 436 et seq. and any other Law regulating the offer and/or sale of franchises, business opportunities, seller-assisted marketing plans or similar relationships (the “Franchise Laws”) that are applicable to the Business. The Company and each Asset Seller has complied in all material respects with the Franchise Laws. None of the Company or any Asset Seller is subject to any Order that would prohibit or restrict the offer or sale of any Knights Inn Franchise in any jurisdiction within the United States. (e) To the Company’s Knowledge, all funds administered by or paid to the Business by or on behalf of one or more Knights Inn Franchises at any time since January 1, 2015, including funds that the Knights Inn Franchises contributed for advertising and promotion, and any rebates and other payments made by suppliers and other third parties on account of the Knights Inn Franchises’ purchases from those suppliers and third parties, have been administered and spent in accordance in all modifications, amendments and supplements theretomaterial respects with the applicable Franchise Agreements.

Material Contracts. (a) Section 4.16(a5.12(a) of the Company Disclosure Schedule lists, Schedules sets forth all of the following Contracts of the Business or to which the Company or any of its Subsidiaries is a party or by reference to the applicable subsection, which it is bound as of the date of this Agreement, the following types of contracts hereof (collectively and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are together with those Contracts set forth on Section 4.16(a5.10(a) of the Company Disclosure Schedule being Schedules, the Material In-Bound License Agreements and the Material Out-Bound License Agreements, the “Material Contracts”): (i) each contract and agreement involving Contract with any SunGard Capital Stockholder or any current officer or director of any Company Entity or any Affiliate (other than a Subsidiary) of the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement Contract with the top 10 customers and suppliers of the Group Companiesany labor union or association representing any Business Employee; (iii) all agreements and contracts involving (A) each Contract relating to the payment sale of royalties or other amounts calculated based upon the revenues or income any of the Group Companies assets of, or income the provisions of any services by, the Business or revenues related to the Company or any Product of its Subsidiaries other than the sale or provision of goods and services in the Ordinary Course of Business, for consideration, in excess of $500,000 or the equivalent in other currencies during the twelve-month period ending on the date hereof, (B) each of the Group Companies to which ten (10) Contracts for the Group Companies are a party, provision of maintenance and all other consulting support services (“Maintenance Contracts”) that generated the highest amount of revenues in 2010 for the Business from Maintenance Contracts and management contracts (C) each of the ten (10) Contracts for the provision of managed services (“Managed Services Contracts”) that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticegenerated the highest amount of revenues in 2010 for the Business from Managed Services Contracts; (iv) all contracts involving each Contract relating to the payment acquisition or disposition by the Business or the Company or any of royalties or other amounts calculated based upon the revenues or income its Subsidiaries of any Group Companybusiness, division or product line or the capital stock of any other Person, in each case (A) entered into during the three-year period ending on the date hereof and for consideration in excess of $500,000 or the equivalent in other currencies or (B) pursuant to which any material Liabilities or obligations of the Company or its Subsidiaries remain outstanding; (v) all contracts and agreements providing for severanceeach Contract relating to (A) the incurrence of Indebtedness, retention(B) a letter of credit, change in control performance bond, cash collateral or escrow requirement or similar paymentscredit support or (C) the making of any loans (other than routine advances to employees for business expenses in the Ordinary Course of Business in an amount not exceeding $25,000 at any time to any individual employee); (vi) all contracts and agreements evidencing indebtedness (each Contract creating or any guaranty therefor) for borrowed moneygoverning a partnership, limited liability company, joint venture or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000similar arrangement; (vii) all contracts and agreements that is each Contract (A) containing a definitive purchase and sale covenant expressly limiting the freedom of the Business or similar agreement entered into the Company or any of its Subsidiaries to engage in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity Person or in any geographic area or during to compete with any period Person or limiting the ability of time the Company or any of its Subsidiaries to incur Indebtedness or to hire create Liens, (B) containing most favored nation or retain similar provisions in favor of any personcustomer or other counterparty to the Business or the Company or any of its Subsidiaries that involves a payment to be made to the Company in excess of $500,000 or (C) obligating the Business or the Company or any of its Subsidiaries 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; (viii) each Contract creating a Lien (other than Permitted Liens) upon any assets (including any Lien placed on the Company’s or any of the Company Subsidiaries’ Intellectual Property), other than purchase money security interests in connection with the acquisition of equipment in the Ordinary Course of Business; (ix) each Contract reflecting a settlement of any threatened or pending Actions, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of the Company and its Subsidiaries in the Ordinary Course of Business in connection with the routine cessation of such employee’s or independent contractor’s employment with the Company and its Subsidiaries, (B) settlement agreements for cash only (which has been paid) and does not exceed $500,000 as to such settlement or (C) settlement agreements entered into more than three (3) years prior to the date of this Agreement under which none of the Business or the Company or its Subsidiaries have any continuing Liabilities or rights (excluding releases); (x) each Contract creating or governing a co-marketing, reseller, distributor or similar arrangement for consideration in excess of $500,000 or the equivalent in other currencies; and (xi) all contracts and agreements each other Contract that involves any single or related expenditures by the Company or any Company Subsidiary pursuant to which the Company or any Group Company leases or is a lessor Subsidiary has future financial obligations of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less more than $100,000); (xiii) all contracts which involve 250,000 or the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms equivalent in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)other currencies per year. (ib) True and correct copies of each Material Contract have been made available to Parent prior to the date hereof. Each Material Contract is a legal, valid and binding obligation agreement of the respective Group relevant Company Entity, as the case may be, and, to the knowledge of the Company SignatoriesCompany’s Knowledge, the other parties thereto, and is in each case enforceable in accordance with its terms, terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the Remedies Exceptionsenforcement of creditors’ rights and subject to general principles of equity), except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Business Material Adverse Effect. The Company or its Subsidiaries that are parties to the Material Contracts and, to the Knowledge of the Company, each of the other parties thereto, have performed all obligations required to be performed by them under, and the respective Group Company is are not in material breach of, default or violation of, or material default under, any of such Material Contract nor Contracts and no event has any occurred that with notice or lapse of time, or both, would constitute such a default, except where such noncompliance, breach, default or violation has not had and would not reasonably be expected to have, individually or in the aggregate, a Business Material Contract been canceled by the other party; (ii) to the knowledge Adverse Effect. None of the Company Signatories, no other party is in material breach SunGard Entities or violation ofany of their Subsidiaries has received written notice of any default or event that with notice or lapse of time, or material both, would constitute a default under, under any Material Contract; and (iii) , except for any such defaults that, individually or in the Group Companies aggregate, have not received any written, or had and would not reasonably be expected to the knowledge of the Company Signatories, oral claim of default under any such have a Business Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoAdverse Effect.

Material Contracts. (a) Section 4.16(a) 3.16 of the Company Disclosure Schedule lists, by reference sets forth a list of all Company Material Contracts (as hereinafter defined). The Company has heretofore made available to the applicable subsection, as Parent correct and complete copies of the date of this Agreement, the following types of all material written contracts and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Group Company of its subsidiaries is a partyparty affecting the obligations of any party thereunder) to which the Company or any of its subsidiaries is a party or 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 for this purposepersonal service contracts), any purchase orders submitted by customers on a standard form of purchase order previously made available (such B) non-competition contracts, and (C) indemnification contracts with officers and agreements as are set forth on Section 4.16(a) directors of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; its subsidiaries; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; partnership or joint venture agreements; (iii) all agreements and contracts involving for the payment pending sale, option to sell, right of royalties or other amounts calculated based upon the revenues or income first refusal, right of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (first offer or any guaranty therefor) for borrowed moneyother contractual right to sell, dispose of, or granting a Lien on its assetslease (in excess of 10,000 square feet), whether tangible by merger, purchase or intangiblesale of assets or stock or otherwise, to secure any indebtedness in an amount greater than $150,000; (viiA) all contracts and agreements that is a definitive purchase and sale the Company Properties or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); real property or (viiiB) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms except as in the usual, regular and ordinary course of business consistent with past practice; , any personal property; (xiviv) all contracts involving useloan or credit agreements, license letters of credit, bonds, mortgages, indentures, guarantees, or grant other agreements or instruments evidencing indebtedness for borrowed money by the Company or any of its subsidiaries or any rights such agreement pursuant to which indebtedness for borrowed money may be incurred, or evidencing security for any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses foregoing; (iv) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legalagreements that purport to limit, valid and binding obligation of curtail or restrict the respective Group Company and, to the knowledge ability of the Company Signatoriesor any of its subsidiaries to compete in any geographic area or line of business, other than exclusive lease provisions, non-compete provisions and other similar leasing restrictions entered into by the Company in the usual, regular and ordinary course of business consistent with past practice contained in the Company Space Leases and in other parties thereto, and is enforceable in accordance with its terms, subject recorded documents by which real property was conveyed by the Company 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 Remedies Exceptions, and the respective Group Company is not in material breach Form 10-K or violation of, or material default under, any Material Contract nor has any Material Contract been canceled Forms 10-Q filed by the other party; (ii) to Company with the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.SEC since January 1,

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, Except as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) Schedule 5.15, none of the Company Disclosure Schedule being PBF Companies, nor any of their respective Assets, businesses or operations, is a party to, or is bound or affected by, or receives benefits under any of the “Material Contracts”): following (whether written or oral, express or implied): (i) each contract and agreement involving the receipt by any employment, severance, termination, consulting or payment to retirement Contract with any Group Company, of an amount exceeding $100,000 per year; Person; (ii) each contract any Contract relating to the borrowing of money by any PBF Company or the guarantee by any PBF Company of any such obligation (other than Contracts evidencing deposit liabilities, purchases of federal funds, fully-secured repurchase agreements, trade payables and agreement with the top 10 customers Contracts relating to borrowings or guarantees made and suppliers letters of the Group Companies; credit); (iii) all agreements and contracts involving the payment any Contract relating to indemnification or defense of royalties any director, officer or other amounts calculated based upon the revenues or income employee of any of the Group PBF Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; Person; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; Contract with any labor union; (v) all contracts and agreements providing for severance, retention, change any Contract relating to the disposition or acquisition of any interest in control or similar payments; any business enterprise; (vi) all contracts and agreements evidencing indebtedness (any Contract relating to the extension of credit to, provision of services for, sale, lease or any guaranty therefor) for borrowed moneylicense of Assets to, engagement of services from, or granting a Lien on its assetspurchase, whether tangible lease or intangiblelicense of Assets from, any 5% stockholder, director or officer of any of the PBF Companies, any member of the immediate family of the foregoing or, to secure the Knowledge of PBF, any indebtedness related interest (as defined in an amount greater than $150,000; Regulation O promulgated by the FRB) (“Related Interest”) of any of the foregoing; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company Contract (A) which limits the freedom of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group PBF Companies to compete in any line of business or with any person Person or entity or (B) which limits the freedom of any other Person to compete in any geographic area line of business with any PBF Company; (viii) any Contract providing a power of attorney or during similar authorization given by any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group PBF Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms except as issued in the ordinary course of business consistent with past practice; respect to routine matters; or (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xvix) any commitment Contract (other than deposit agreements and certificates of deposits issued to enter customers entered into in the ordinary course of business and letters of credit) that involves the payment by any contract or agreement of the type described PBF Companies of amounts aggregating $5,000 or more in clauses any twelve-month period (i) – (xvitogether with all Contracts referred to in Sections 5.10 and 5.14(a) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company SignatoriesAgreement, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor “PBF Contracts”). PBF has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished delivered or made available to WinVest or its legal advisors true, ANB correct and complete copies of all Material PBF Contracts. Each of the PBF Contracts is in full force and effect, and none of the PBF Companies is in Default under any PBF Contract. Other than the indebtedness under the subordinate debentures held by the Trusts, indebtedness to the Federal Home Loan Bank, and deposit relationships entered into in the ordinary course of business, all of the indebtedness of any PBF Company for money borrowed is prepayable at any time by such PBF Company without redaction, including all modifications, amendments and supplements theretopenalty or premium.

Material Contracts. (a) Section 4.16(a) 4.18 of the Company Disclosure Schedule lists, by reference to the applicable subsection, sets forth a list of all Material Contracts (as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other mannerhereinafter defined); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or has heretofore made available to WinVest or its legal advisors the Parent true, correct and complete copies of 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 its subsidiaries is a party affecting the obligations of any party thereunder) 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 and its subsidiaries taken as a whole, including, without limitation, to the extent any of the following are, individually or 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 contract to which the Company or any of its subsidiaries is a party involving employees of the Company) 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 properties or assets, in excess of $250,000, of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since January 1, 1997; (vi) loan or credit agreements, mortgages, indentures or other 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; (vii) agreements that purport to limit, curtail or restrict the ability of the Company or any of its subsidiaries to compete in any geographic area or line of business; and (viii) commitments and agreements to enter into any of the foregoing (collectively, together with any such contracts entered into in accordance with Section 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 without redactionconstitutes the valid and legally binding obligation of the Company or its subsidiaries, including all modificationsenforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, amendments insolvency, reorganization, moratorium, fraudulent transfer and supplements similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect. There is no default under any Material Contract so listed either by the Company or, to the Company's Knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the Company's Knowledge, any other party. (c) No party to 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. Section 3.18 of the Disclosure Schedule lists each of the following oral or written contracts, agreements, licenses, notes, bonds, mortgages, indentures, commitments or other instruments or obligations (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) (collectively, “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 (each such Contract and agreement, being a “Material Contract”) (notwithstanding anything below, “Material Contract” shall not include any Contract that (1) is terminable by the Company or any of its Subsidiaries upon 30 days’ notice without a penalty, premium or other cost, (2) will be fully performed and satisfied as of or prior to Closing or (3) is a Company Lease, a Leasehold Interest or an Employee Benefit Plan): (a) Section 4.16(a) of all Contracts that call for aggregate payments to or by, or other considerations to or from, the Company Disclosure Schedule lists, by reference to or any of its Subsidiaries under such Contract of more than $1,750,000 over the applicable subsection, as remaining term of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearContract; (iib) each contract and agreement with all Contracts that call for annual aggregate payments to or by, or other consideration to or from, the top 10 customers and suppliers Company or any of its Subsidiaries under such Contract of more than $750,000 over the Group Companiesremaining term of such Contract; (iiic) all agreements and contracts involving the payment of royalties any Contract that contains any non-compete or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related exclusivity provisions with respect to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or geographic area with respect to the Company or any of its Subsidiaries, or any existing or future affiliate of any of them or that purports to restrict the right of the Company or any Subsidiaries or any existing or future affiliate of any of them to conduct any line of business or to compete with any person Person or entity or operate in any geographic area or during any period of time or to hire or retain any personlocation; (xid) all contracts and agreements pursuant any partnership, limited liability company agreement, joint venture or other similar agreement entered into with any third party; (e) any Contracts for the pending purchase or sale, option to which purchase or sell, right of first refusal, right of first offer or any Group Company leases other contractual right to purchase, sell, dispose of, or is a lessor master lease, by merger, purchase or sale of assets or stock or otherwise, any real property; (xiif) all contracts any Contract pursuant to which the Company or agreements any of its Subsidiaries agrees to use indemnify or hold harmless any Company-Licensed IP, director or executive officer of the Company or any of its Subsidiaries (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees the organizational documents for the Company or any of less than $100,000its Subsidiaries); (xiiig) all contracts which involve (i) any loan agreement, letter of credit, indenture, note, bond, debenture, mortgage or any other document, agreement or instrument evidencing a capitalized leased obligation or other indebtedness, or any guarantee thereof, of, for the license benefit of, or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according payable to the Group Companies’ standard terms Company or any of its Subsidiaries, in each case in excess of $1,750,000, or (ii) any Contract to provide any funds to or make any investment in (whether in the form of a loan, capital contribution or otherwise) any Subsidiary of the Company or other Person; (h) any Contract concerning an interest rate cap, interest rate collar, interest rate swap, currency hedging transaction or any other similar agreement to which the Company or any of its Subsidiaries is a party; (i) any Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification obligations (other than Contracts entered into in the ordinary course of business consistent with past practicebusiness) or potential liability in respect of any purchase price adjustment, earn-out or contingent purchase price or other indemnity that, in each case, could reasonably be expected to result in future payments of more than $1,750,000; or any Contract relating to the settlement or proposed settlement of any action, which involves the issuance of equity securities or the payment of an amount in excess of $750,000; (xivj) all contracts involving useany “standstill” or similar agreement, license voting agreement or grant registration rights agreement; (k) any Contract with any Governmental Entity; (l) any Contract (other than among consolidated Subsidiaries of the Company) under which indebtedness is outstanding or may be incurred or pursuant to which any property or asset is mortgaged, pledged or otherwise subject to encumbrances, other than a Permitted Encumbrance, or any Contract restricting the incurrence of indebtedness or the incurrence of Encumbrances or restricting the payment of dividends or the transfer of any rights to properties owned by the Company or any material Company Intellectual Propertyof its Subsidiaries; and (xvm) any commitment “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act). Except as would not reasonably be expected to enter into any contract or agreement of the type described result in clauses a Company Material Adverse Effect, (i) – (xvi) neither the Company nor any of this Section 4.16(a). (i) Each Material Contract its Subsidiaries is a legal, valid and binding obligation of the respective Group Company and, to the knowledge Knowledge of the Company SignatoriesCompany, the no other parties thereto, and party is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract, (ii) none of the Company or any of its Subsidiaries has received any claim of default under or cancellation of any Material Contract, and (iii) no event has occurred which would result in a breach or violation of, or a default under, any Material Contract nor has any (in each case, with or without notice or lapse of time or both). Each Material Contract been canceled by is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Company, with respect to the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contractparties thereto. The Company Signatories have furnished or has made available to WinVest or its legal advisors true, correct Parent true and complete copies of all Material Contracts without redaction, (including all modifications, any amendments and supplements theretoor other modifications thereof).

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Except as set forth on Schedule lists, by reference to the applicable subsection3.14, as of the date of this Agreement, hereof neither the following types of contracts and agreements to which any Group Company nor the Subsidiary is a partyparty to or bound by any lease, excluding for this purposeagreement, any purchase orders submitted by customers on or other contract or legally binding contractual right or obligation of a standard form of purchase order previously made available type described below (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “collectively, "Material Contracts”"): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearemployment agreement; (ii) each contract and any collective bargaining agreement with any labor union covering the top 10 customers and suppliers employees of the Group CompaniesCompany or the Subsidiary; (iii) all agreements and contracts involving any agreement for the payment provision of royalties operational consulting services or other amounts calculated based upon the revenues technical consulting services that is not terminable on 30 calendar days' notice or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeless; (iv) all contracts involving any agreement (other than an oil and gas lease) for capital expenditures or the payment acquisition or construction of royalties or other amounts calculated based upon the revenues or income fixed assets which requires aggregate future payments in excess of any Group Company$2,500,000; (v) all contracts and agreements providing for severanceany indenture, retentionmortgage, change in control loan, credit, sale-leaseback, or similar paymentsagreement under which the Company or the Subsidiary has borrowed any money or issued any note, bond, indenture, or other evidence of indebtedness for borrowed money, sold and leased back assets, or guaranteed indebtedness for money borrowed by others, (excluding hedge, swap, exchange, or similar agreements entered into in the ordinary course of business); (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed moneygas, crude oil, or granting liquids sales agreement, gas, crude oil, or liquids purchase agreement, or gas, crude oil, or liquids marketing agreement, under which the Company or the Subsidiary is a Lien on its assetsseller, whether tangible that (A) cannot be terminated by the Company or intangiblethe Subsidiary, as the case may be, without penalty upon not more than 30 calendar days' notice and (B) provides for a price less than the market value price that would be received pursuant to secure any indebtedness in an amount greater than $150,000arm's-length agreement for the same term with an unaffiliated third party purchaser; (vii) all contracts and agreements any agreement for, or that is a definitive purchase and contemplates, the sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person Working Interests (as defined in Section 10.16) in any Property (as defined in Section 10.16), or the sale of any business entity or division or business other asset (other than sales of any person (including through merger or consolidation oil and gas production in the ordinary course of business), which involves payment to the Company or the purchase Subsidiary in excess of a controlling equity interest in or substantially all of the assets of such person or by any other manner)$5,000,000; (viii) all partnershipany agreement that constitutes a lease (other than an oil and gas lease) under which the Company or the Subsidiary is the lessor or lessee of real or personal property, joint venturethat (A) cannot be terminated by the Company or the Subsidiary, profits sharing or similar agreements that are material to as the business case may be, without penalty upon not more than 30 calendar day's notice and (B) involves an annual base rental in excess of the Group Companies$250,000; (ixA) all contracts any agreement for the future acquisition of 3-D seismic data that requires aggregate future payments in excess of $2,500,000 and agreements with (B) any Governmental Authority to which any Group Company is a party, other than any Company Permitsmaterial 3-D seismic data license; (x) all contracts and agreements that limitany hydrocarbon or financial hedge, swap, exchange, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person;similar agreement; and (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms agreement not referenced in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses subsections (i) – through (xvix) of this Section 4.16(a)3.14(a)that (A) requires future payment by the Company or the Subsidiary in excess of $2,500,000 and is not an oil and gas lease or an interest therein, (B) creates or imposes confidentiality obligations on the Company, or (C) creates an area of mutual interest. (ib) Each Except as set forth on Schedule 3.14, each Material Contract listed on Schedule 3.14 is a legal, valid and binding obligation of the respective Group Company andor the Subsidiary, as the case may be, enforceable against the Company or the Subsidiary, as the case may be, in accordance with its (c) Except as set forth on Schedule 3.14, no purchaser under any gas sales agreement has, since the Company Unaudited Balance Sheet Date, notified the Company or the Subsidiary (or, to the knowledge Company's or the Subsidiary's Knowledge, the operator of any Property), of its intent to cancel, terminate, or renegotiate any gas sales agreement or otherwise to fail and refuse to take and pay for gas in the quantities and at the price set out in any gas sales agreement, whether such failure or refusal was pursuant to any force majeure, market out, or similar provisions contained in the gas sales agreement, or otherwise, except in any such case where such cancellation, termination, renegotiation, failure, or refusal is not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as set forth on Schedule 3.14, neither the Company Signatoriesnor the Subsidiary is obligated under any gas sales agreement by virtue of (i) any prepayment arrangement, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach a take-or-pay or violation ofsimilar provision, or material default under, any Material Contract; and (iii) the Group Companies have not received any writtena production payment, or any other arrangements, to deliver hydrocarbons produced from the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished Properties at some future time without then or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretothereafter receiving a fair market value payment therefor.

Material Contracts. (a) Except as disclosed in Section 4.16(a4.19(a) of the Company Disclosure Schedule listsSchedule, neither the Company nor any of its Subsidiaries is a party to or bound by reference to any of the applicable subsection, following Contracts as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):hereof: (i) each contract and agreement involving any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the receipt by or payment to any Group Company, of an amount exceeding $100,000 per yearSEC); (ii) each contract any partnership, joint venture, strategic alliance, collaboration, co-promotion, research and agreement with development project or other similar Contract (but excluding, for the top 10 customers and suppliers avoidance of doubt, any distribution, agency or clinical agreements entered into in the Group Companiesordinary course of business); (iii) all any Contract (but excluding any distribution or agency agreements containing the Company’s standard terms and contracts conditions and entered into in the ordinary course of business) that limits in any material respect the freedom of the Company or any of its Affiliates to compete in any line of business, therapeutic area or geographic region, or with any Person, or otherwise materially restricts the research, development, manufacture, marketing, distribution or sale of any product or service by the Company or any of its Affiliates; (iv) any Contract (but excluding any distribution or agency agreements containing the Company’s standard terms and conditions and entered into in the ordinary course of business) that contains exclusivity or “most favored nation” provisions, or any Contract that grants any right of first refusal or right of first offer to any Person relating to any Product or Product candidate; (v) any Contract (but excluding any distribution or agency agreements containing the Company’s standard terms and conditions and entered into in the ordinary course of business) that requires the Company or any of its Subsidiaries to (A) purchase or sell a minimum quantity of goods relating to any product or product candidate and that involves expenditures or receipts in excess of $1,000,000 in any calendar year remaining in its term, or (B) purchase or sell goods relating to any product or product candidate exclusively, in each case from or to any Person; (vi) any employment Contract applicable to any Key Employee which the Company has or could be reasonably expected to have any material Liability; (vii) any Contract relating to indebtedness for borrowed money or any financial guarantee (whether incurred, assumed, guaranteed or secured by any asset), other than Contracts solely among the Company and its wholly owned Subsidiaries; (viii) any Contract relating to any loan or other extension of credit made by the Company or any of its Subsidiaries, other than (A) Contracts solely among the Company and its wholly owned Subsidiaries and (B) accounts receivable in the ordinary course of business of the Company and its Subsidiaries consistent with past practice; (ix) any Contract relating to any swap, forward, futures, warrant, option or other derivative transaction; (x) any Contract (but excluding any distribution or agency agreements containing the Company’s standard terms and conditions and entered into in the ordinary course of business) that (A) involves future expenditures or receipts by the Company or any of its Subsidiaries of more than $1,000,000 in any calendar year remaining in its term and (B) cannot be terminated by the Company or the applicable Subsidiary(ies) on less than 90 days’ notice without material payment or penalty; (xi) any Contract pursuant to which the Company or any of its Subsidiaries has continuing obligations or interests involving (A) “milestone” or other contingent payments, including upon the achievement of regulatory or commercial milestones, which “milestone” or other contingent payments could exceed $1,000,000 in the aggregate, or (B) payment of royalties or other amounts calculated based upon the any revenues or income of the Group Companies Company or income or revenues related to any Product of the Group Companies to its Subsidiaries which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, are reasonably expected to secure any indebtedness in an amount greater than exceed $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete 1,000,000 in any line of business calendar year remaining in its term, in each case that cannot be terminated by the Company or with any person its Subsidiaries without penalty without more than 90 days’ notice without material payment or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real propertypenalty; (xii) all contracts any Contract relating to the acquisition or agreements disposition of any business for aggregate maximum consideration (including “earn-outs”) in excess of $1,000,000 (whether by merger, sale of stock, sale of assets or otherwise) pursuant to use which the Company or any Companyof its Subsidiaries has material continuing obligations, including “earn-Licensed IP, (other than unmodified, commercially available, “off-the-shelfouts” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000)indemnities; (xiii) all contracts which involve any Contract not described in any other subsection of this Section 4.19 that relates to the license research, development, distribution, marketing, supply, license, collaboration, co-promotion or grant manufacturing of rights any material product, which, if terminated or not renewed, would reasonably be expected to Companyhave a Company Material Adverse Effect; (xiv) any Contract with any sole-Owned IP by source supplier of material tangible products or services relating to any material product of the Group CompaniesCompany or its Subsidiaries; (xv) any Contract between the Company or any of its Subsidiaries, but excluding on the one hand, and any nonexclusive licenses officer, director or Affiliate (or sublicensesother than a wholly owned Subsidiary) of Company-Owned IP granted the Company or any of its Subsidiaries 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 end users according which the Company or any of its Subsidiaries has an obligation to the Group Companies’ standard terms indemnify such officer, director, Affiliate, associate or immediate family member, except for any Contract involving employment, change in control, indemnification, stock option or similar Contracts entered into in the ordinary course of business consistent with past practicebusiness; (xivxvi) all contracts involving use, license or grant any agreement with a Governmental Authority that provides for payments of $1,000,000 in any rights to any material Company Intellectual Property; andcalendar year remaining in its term; (xvxvii) any agreement with any surgeon, physician or other health care professional that that provides for $250,000 in any calendar year remaining in its term; or (xviii) any stockholders, investors rights, registration rights or similar agreement or arrangement. (b) The Company has made available to Parent a true and complete copy of each agreement, contract, plan, arrangement or commitment required to enter into any contract be disclosed pursuant to Section 4.19 (each, a “Material Contract”). Except for breaches, violations or agreement of defaults which would not reasonably be expected to have, individually or in the type described in clauses aggregate, a Company Material Adverse Effect, (i) – (xvi) each of this Section 4.16(a). (i) Each the Material Contract Contracts is in full force and effect, and is a legal, valid and binding obligation Contract of the respective Group Company or its Subsidiaries, as applicable, and, to the knowledge Company’s knowledge, of each other party thereto, enforceable against the Company Signatoriesor such Subsidiary, as applicable, and, to the Company’s knowledge, each other parties party thereto, and is enforceable in accordance with its terms, subject and (ii) neither the Company nor any of its Subsidiaries, nor to the Remedies ExceptionsCompany’s knowledge any other party to a Material Contract, and the respective Group Company is not in material breach or violation has violated any provision of, or material taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default underunder the provisions of, any such Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of Contract, and neither the Company Signatoriesnor any of its Subsidiaries has received notice that it has breached, no other party is in material breach violated or violation of, or material default under, defaulted under any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a) Schedule 3.17 sets forth a list of the Company Disclosure Schedule lists, by reference to the applicable subsection, all Material Contracts as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or has heretofore made available to WinVest or its legal advisors the Investors true, correct and complete copies of all written or oral (in the case of oral agreements or understandings, the Company has provided written summaries thereof to the Investors) contracts and agreements (and all amendments, modifications and supplements thereto and all side letters affecting the obligations of any party thereunder) 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 and its Subsidiaries, including, without limitation, (i) Contracts or arrangements that purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business, (ii) Contracts or arrangements, including charters or similar agreements with respect to Vessels (as hereinafter defined), under which the Company or any of its Subsidiaries has potential revenues, benefits liabilities or obligations in excess of $250,000, other than Gulf Offshore Contracts, (iii) Contracts or arrangements that are not terminable by the Company or such Subsidiary without penalty on less than sixty (60) days' notice, (iv) Contracts or arrangements that would be required to be filed as an exhibit to a Form 10-K filed by the Company with the Commission on the date hereof, (v) any employment, severance, product design or development, personal services, consulting, non-competition or indemnification Contracts, (vi) Contracts or arrangements granting a right of first refusal or first negotiation, (vii) partnership or joint venture Contracts, (viii) Gulf Offshore Contracts that have a term in excess of one-year, (ix) Contracts or arrangements with any Governmental Authority, (x) loan or credit agreements, mortgages, indentures or other agreements or instruments evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any such Contract pursuant to which indebtedness for borrowed money may be incurred, or any guaranty or suretyship Contract or Contracts pursuant to which a Lien is granted, (xi) Contracts granting registration rights, (xii) any lease, sublease or other Contract, pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property and pursuant to which the Company or any Subsidiary has potential liabilities or obligations in excess of $250,000, and (xiii) commitments and Contracts to enter into any of the foregoing (collectively, together with any such Contracts entered into in compliance with Section 5.01 hereof, the "Material Contracts"). Each of the Material Contracts without redactionconstitutes the valid and legally binding obligation of the Company or its Subsidiaries and, including all modificationsto the Company's Knowledge, amendments the other parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and supplements similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect. To the Company's Knowledge, there is no material default under any Material Contract either by the Company or any of its Subsidiaries or by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder by the Company or any of its Subsidiaries or any other party. Except as set forth on Schedule 3.17, no party to any Material Contract has given written notice to the Company or any of its Subsidiaries of, or made a written claim against the Company or any of its Subsidiaries with respect to, any material breach or default thereunder.

Material Contracts. Except for this Agreement and the Related Documents and except as set forth on Schedule 2.10: (a) Section 4.16(aThere are no agreements, understandings, instruments, contracts or transactions (whether written or oral) between the Company or its subsidiaries and any Affiliate (as defined in the Shareholders Agreement). (b) There are no agreements, understandings, instruments, contracts or transactions (whether oral or written) to which the Company or any subsidiary of the Company Disclosure Schedule listsis a party or by which it or any of its assets is bound that involve (i) obligations of, or payments by reference to the applicable subsection, as of the date of this Agreementor to, the following types Company or its subsidiaries in excess of contracts and agreements to which $250,000 in any Group Company is a partytwelve (12) month period, excluding for this purpose, any purchase orders submitted by customers on a standard form (ii) the issuance of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) debt or equity securities of the Company Disclosure Schedule being or its subsidiaries or the “Material Contracts”): (i) each contract and agreement involving incurrence of indebtedness or the receipt by pledge or payment to grant of any Group security interest or encumbrance on the Company’s or its subsidiaries’ assets, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving restrictions on the payment of royalties development, provision or other amounts calculated based upon the revenues or income distribution of the Group Companies Company’s or income its subsidiaries’ products or revenues related to any Product of the Group Companies to which the Group Companies are a partyservices, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties any employment, severance or other amounts calculated based upon the revenues or income of any Group Company; consulting agreement, (v) all contracts and agreements providing for severancethe disposition of a material portion of the Company’s or its subsidiaries’ assets or the acquisition of the business or securities or other ownership interests of another Person, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (any agreement under which the Company or any guaranty therefor) for borrowed money, or granting a Lien its subsidiaries is restricted from carrying on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or carrying on business in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IPlocation, (vii) any Reinsurance Contract or (viii) any fees or payments to any Person (including any broker, investment bank or other than unmodifiedfinder) relating to any financing (public or private) or the sale of the enterprise value of the Company or its subsidiaries (through merger, commercially availableconsolidation, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companiesasset transfer, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving useequity transfer, license or grant of any rights to any material Company Intellectual Property; and otherwise) (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(aeach, a “Material Contract”). (c) Schedule 2.10 contains a complete list of all Material Contracts. With respect to each Material Contract, (i) Each such Material Contract is a legal, valid valid, binding, enforceable (subject to the Enforceability Exceptions) and binding obligation of in full force and effect against the respective Group Company andor its subsidiaries, as applicable, (ii) neither the Company, its subsidiaries, nor, to the knowledge of the Company SignatoriesCompany, the any other parties party thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptionsbreach or default in any material respect, and the respective Group Company is not in no event has occurred that with notice or lapse of time would constitute a material breach or violation ofdefault on the part of the Company or its subsidiaries or, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company SignatoriesCompany, no any other party is in material breach or violation ofthereto, or material default underpermit termination, any modification or acceleration, under such Material Contract; Contract and (iii) neither the Group Companies have not received any writtenCompany or its subsidiaries nor, or to the knowledge of the Company SignatoriesCompany, oral claim any other party thereto, has repudiated any provision of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Other than as set forth on Section 4.16(a4.10(a) of the Company Partner Disclosure Schedule listsSchedule, by reference with respect to the applicable subsectionPartner Contributed Business, no Partner Party as of the date of this Agreement, the following types of contracts and agreements to which any Group Company hereof is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):party to or bound by: (i) each contract and agreement involving the receipt any lease (whether of real or personal property) (A) providing for annual rentals of $200,000 or more that cannot be terminated on not more than 60 days’ notice without payment by a Partner Party of any material penalty or payment (B) under which it is a lessor of or permits any third party to hold or operate any Group Company, of an amount exceeding $100,000 per yearproperty owned by it; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Partner Parties of $200,000 or more or (B) aggregate payments by the Partner Parties of $200,000 or more, in each contract and agreement with case that cannot be terminated on not more than 60 days’ notice without payment by the top 10 customers and suppliers Partner Parties of the Group Companiesany material penalty; (iii) all agreements and contracts involving the payment of royalties any sales, distribution or other amounts calculated based upon similar agreement providing for the revenues sale by the Partner Parties of materials, supplies, goods, services, equipment or income other assets that provides for annual payments to the Partner Parties of the Group Companies $1,000,000 or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticemore; (iv) all contracts involving the payment of royalties any material partnership, joint venture or other amounts calculated based upon the revenues similar agreement or income of any Group Companyarrangement; (v) all contracts and agreements providing for severanceany agreement relating to the acquisition or disposition of any material business (whether by merger, retentionsale of stock, change in control sale of assets or similar paymentsotherwise); (vi) all contracts and agreements evidencing any agreement relating to indebtedness (or any guaranty therefor) for borrowed money, money or granting a Lien on its assetsthe deferred purchase price of property (in either case, whether tangible incurred, assumed, guaranteed or intangiblesecured by any asset), except any such agreement (A) with an aggregate outstanding principal amount not exceeding $1,000,000 or (B) entered into subsequent to secure any indebtedness in an amount greater than $150,000the date of this Agreement as permitted by Section 6.01; (vii) all contracts and agreements any material agreement that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or limits the purchase of a controlling equity interest in or substantially all freedom of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies Partner Parties to compete in any line of business or with any person or entity Person or in any geographic area area; (viii) any material agreement with or during for the benefit of any period Affiliate of time Partner; (ix) any material agreement with independent contractors, distributors, dealers, franchisers, manufacturers’ representatives, sales agencies or to hire franchisees; (x) any profit sharing, stock appreciation, deferred compensation, severance or retain any personother similar plan or arrangement for the benefits of its current or former managers, members, officers or employees; (xi) all contracts and agreements pursuant any collective bargaining agreement or other contract to which or with any Group Company leases labor union or is other employee representative of a lessor group of any real propertyemployees; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost power of attorney that is currently effective and aggregate annual license and maintenance fees of less than $100,000)outstanding; (xiii) all contracts which involve any settlement, conciliation or similar agreement with any Governmental Authority, or that will require a Partner Party to pay consideration after the license or grant date hereof in excess of rights $200,000; (xiv) any agreement relating to Company-Owned the licensing of material Partner Transferred IP and/or Partner Licensed IP by the Group Companies, but excluding any nonexclusive Partner Party to any Person or by any Person to any Partner Party (other than non-exclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practicebusiness); (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract agreement for the purchase of sand or agreement of the type described in clauses (i) – sand products; or (xvi) any contract for the employment or engagement of this Section 4.16(a)any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis involving compensation in excess of $200,000 or agreement providing severance or other termination payments or benefits or relating to loans to officers, directors, employees or Affiliates. (ib) Partner has made available to Baker Hughes true and complete copies of the Partner Contributed Contracts, in each case as amended or otherwise modified and in effect as of the date hereof. Each Material Partner Contributed Contract is a legalin full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity and represents the valid and binding obligation obligations of the respective Group Company Partner or one of its Affiliates party thereto and, to the knowledge of Partner, represents the Company Signatories, valid and binding obligations of the other parties thereto. Neither Partner nor any of its Affiliates has received written notice of cancellation of any Partner Contributed Contract, and is enforceable the cancellation of which would be, individually or in accordance with its termsthe aggregate, subject material to the Remedies ExceptionsPartner Contributed Business. Except, and in each case, where the respective Group Company is not in material occurrence of such breach or violation ofdefault would not reasonably be expected to be, individually or in the aggregate, material default underto the Partner Contributed Business taken as a whole, (x) neither Partner, any Material Contract nor has any Material Contract been canceled by the other party; (ii) of its Affiliates nor, to the knowledge of the Company SignatoriesPartner, no any other party thereto is in material breach of or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Partner Contributed Contract and (y) as of the date of this Agreement, neither Partner nor any of its Affiliates has received any written claim or written notice of material breach of or material default under any such Partner Contributed Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a4.18(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as lists each of the date of this Agreement, the following types of contracts and agreements to which of the Company or any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available Subsidiary (such contracts and agreements as are set forth on Section 4.16(a) of agreements, together with the Company Disclosure Schedule Leases, being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management employment contracts that are not cancelable without penalty or further payment and without more than ninety (90) 30 days’ noticenotice (other than standard offer letters to employees being paid on an hourly basis or with an annual base salary of less than $100,000 which do not contain provisions for any payments upon a change of control); (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (vii) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing relating to indebtedness (or any guaranty therefor) for borrowed money, guaranty, notes, purchase money debt or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000other similar undertaking; (viiiii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, limit or purport to limit, limit in any material respect the ability of the Group Companies Company or any Subsidiary to compete in any line of business or with any person or entity Person or in any geographic area or during any period of time or to hire or retain any persontime; (xiiv) all contracts and agreements pursuant to which any Group Company leases involving total annual payments or is a lessor receipts in excess of any real property$2,500,000, other than purchase orders issued or received in the ordinary course of business; (xiiv) all joint venture, partnership or similar contracts between the Company or any Subsidiary and a third party; (vi) all licenses of Intellectual Property to the Company or a Subsidiary (other than ordinary course “shrinkwrap” and other over-the-counter commercially available licenses), and all licenses of Intellectual Property by the Company or a Subsidiary to third parties; (vii) all contracts or agreements providing for the indemnification of any person with respect to use material liabilities or such person’s service as an officer or director or the Company or any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000);Subsidiary; and (xiiiviii) all contracts which involve and agreements between or among the license Company or grant any Subsidiary, on the one hand, and a Stockholder or any Affiliate of rights to Companya Stockholder, other than the Company or a Subsidiary, on the other hand, other than commercial agreements entered into with an Affiliate that is an operating company on an arms-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms length basis in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)business. (ib) Each Material Contract is a legal, valid and binding obligation of on the respective Group Company or a Subsidiary, as the case may be, and, to the knowledge Knowledge of the Company SignatoriesCompany, the other parties counterparties thereto, and is enforceable in accordance with its terms, subject to full force and effect. Neither the Remedies Exceptions, and the respective Group Company nor any Subsidiary is not in material breach or violation of, or material default under, in any material respects, any Material Contract nor has any Material Contract been canceled by the other to which it is a party; (ii) , and, to the knowledge Knowledge of the Company SignatoriesCompany, no other party Person is in material breach or violation of, or material default under, in any material respects, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, 4.9 sets forth as of the date of this Agreementhereof each Other Material Contract, the following types of contracts and agreements to which excluding any Group Company Other Material Contract that is a partyTransferred Asset. (b) Except for the Other Material Contracts listed on Schedule 4.9, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) neither of the Company Disclosure Schedule being the “Material Contracts”):Companies is a party to or is bound by any: (i) each contract and agreement involving as of the receipt by or payment to any Group Companydate hereof, of an amount exceeding $100,000 per yearProgramming Agreements; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companiespartnership or joint venture agreements; (iii) all agreements and contracts involving with another Person materially limiting or restricting the payment of royalties or other amounts calculated based upon the revenues or income ability of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty (A) enter into or further payment and without more than ninety engage in any market or line of business or (90B) days’ noticedisclose confidential information; (iv) all contracts involving under which the payment of royalties Companies have created, incurred, assumed or other amounts calculated based upon the revenues guaranteed any indebtedness for borrowed money, or income of any Group Companycapitalized lease obligation; (v) all contracts and agreements providing for severancematerial settlement, retention, change in control conciliation or similar paymentscontracts or agreements other than those entered into subsequent to the date hereof in compliance with Section 7.12; (vi) all contracts and or agreements evidencing indebtedness (containing provisions that provide to any Person a first refusal, first offer or similar preferential right to purchase or acquire any guaranty therefor) for borrowed moneyproperties or assets of, or granting a Lien on its assetsequity interests in, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000the Companies; (vii) all contracts and powers of attorney or other similar agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company grants of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner)agency; (viii) all partnershipagreement for the employment of any individual on a full-time, joint venturepart-time, profits sharing consulting, or similar agreements that are material other basis providing annual compensation in excess of $50,000 or providing severance benefits in excess of the Companies’ policies or practices for severance pay set forth on Schedule 4.10, other than those entered into subsequent to the business of the Group Companiesdate hereof in compliance with Section 7.12; (ix) all contracts agreement under which it has advanced or loaned any amount to any of its directors, officers, and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permitsemployees outside the ordinary course of business; (x) all contracts and agreements that limitother contracts, agreements, commitments, understandings or purport to limitinstruments involving the purchase or sale of goods or materials or the performance or receipt of services, the ability in each case involving payments in excess of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person$100,000 annually; (xi) all contracts and agreements pursuant to any lease, sublease, license or other agreement under which the Companies hold any Group Company leases or is a lessor of any real property;Leased Real Property (other than the Leases set forth on Schedule 4.8(b)); or (xii) all contracts or agreements to use any Company-Licensed IP, (additional Other Material Contract other than unmodified, commercially available, “off-the-shelf” Software those entered into subsequent to the date hereof in compliance with a replacement cost and aggregate annual license and maintenance fees of less than $100,000);Section 7.12. (xiiic) all contracts which involve Each of the license Other Material Contracts is (or, in the case of the Cable Venture, upon entry of the Confirmation Order will be) a valid and binding obligation of the Cable Venture or grant of rights to Cable Corp., enforceable against the Cable Venture or Cable Corp., as the case may be, in accordance with its terms. Neither Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according nor to the Group Companies’ standard terms Knowledge, any other party thereto, is in breach or default in any material respect under any of the Other Material Contracts to which it is a party nor in receipt of any written claim of breach or default under such Other Material Contracts. Neither of the Companies nor any Seller Person has received any written notice from any parties to any of the Other Material Contracts of such parties’ intent to not renew, cancel or terminate any of the Other Material Contracts (except in the ordinary course of business consistent with past practice; (xiv) all contracts involving userespect to subscriber, license multiple dwelling, bulk billing or grant of any rights commercial service agreements). The Retained Programming Agreements have been, or prior to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described Closing will be, validly assigned, in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company andaccordance with their terms, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, Cable Venture or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. Cable Corp. (d) The Company Signatories have furnished or Cable Venture has made available to WinVest or its legal advisors the Buyer true, correct and complete copies of all of the written Material Contracts without redaction, including all modifications, amendments and supplements theretoa written summary setting forth the material terms and conditions of each oral Material Contract.

Material Contracts. (a) Section 4.16(aAll material Contracts to which Company or any Subsidiary is a party or any of their respective properties or assets is subject that are required to be filed as an exhibit to any Available Company SEC Document have been filed as an exhibit to such Available Company SEC Document (such filed Contracts, the "Filed Contracts"). Schedule 3.13(a) lists all Contracts, other than the Filed Contracts, to which Company or any of its Subsidiaries is a party and which fall within any of the Company Disclosure Schedule lists, by reference to following categories (together with the applicable subsection, as of the date of this AgreementFiled Contracts, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “"Material Contracts”): "): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are material Contracts not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other partybusiness; (ii) joint venture, partnership and like agreements involving a sharing of profits, losses, costs or liabilities; (iii) Real Property Leases; (iv) Contracts relating to any outstanding commitment for capital expenditures in excess of $100,000 or which provided for payments to or from Company or any Subsidiary in excess of $100,000 in the aggregate over the life of such Contract; (v) indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements, instruments or Indebtedness of Company or any of its Subsidiaries or commitments for the borrowing or the lending by Company or any of its Subsidiaries of amounts in excess of $50,000 or providing for the creation of any Lien upon any of the assets of Company or any of its Subsidiaries; (vi) any non-competition agreement or any other agreement or obligation that purports to limit in any respect the manner in which, or the localities in which, the business of Company or the Subsidiaries may be conducted; (vii) any Contract that by its express terms would prohibit or materially delay the consummation of the Merger or any of the Transactions contemplated by this Agreement; (viii) any collective bargaining agreement; (ix) any material Contracts pertaining to Intellectual Property (excluding Contracts for commercially available off-the-shelf software); and (x) any agreement for the sale of significant assets out of the ordinary course of business. (b) All the Material Contracts are valid and in full force and effect, except to the knowledge extent they have previously expired or terminated in accordance with their terms and except for any invalidity or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company Signatories, no other party or any Subsidiary is in material breach violation of or violation ofdefault (with or without notice or lapse of time or both) under, or material default has waived or failed to enforce any rights or benefits under, any Material Contract; and (iii) , except for violations, defaults, waivers or failures to enforce rights or benefits that individually or in the Group Companies aggregate would not reasonable be expected to have a Material Adverse Effect. To the Knowledge of Company, no other party to any Material Contract is in breach thereof or default thereunder, except for breaches or defaults that individually or in the aggregate would not received any written, or reasonably be expected to the knowledge of the have a Material Adverse Effect. Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or has made available to WinVest or its legal advisors true, correct Parent true and complete copies of all each Material Contracts without redactionContract, including all modifications, material amendments and supplements thereto.

Material Contracts. (a) Subsections (i) through (xvi) of Section 4.16(a3.18(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as set forth an accurate and complete list of the date all of this Agreement, the following types of contracts and agreements Contracts (x) to which any Group Company is a party, excluding for this purposein each case, any purchase orders submitted by customers on a standard form of purchase order previously made available Contracts under which such Group Company has no outstanding rights or obligations and (y) have not been filed with or furnished to the SEC as an exhibit to the Company’s filings with the SEC (such contracts and agreements Contracts as are required to be set forth on in Section 4.16(a3.18(a) of the Company Disclosure Schedule being the “Material Contracts”):), and, other than this Agreement, none of the Company or any of its Subsidiaries is a party to or bound by any Material Contracts not listed in Section 3.18(a) of the Company Disclosure Schedule: (i) each contract and agreement involving any Contract that would be required to be filed by the receipt by or payment Company pursuant to any Group Company, Item 4 of an amount exceeding $100,000 per yearthe Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) each contract and agreement with any Contract relating to (A) the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties formation, creation, operation, management or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing limited liability company or similar arrangement with the Group Company making investment in the amount of more than US$50,000,000, (B) strategic cooperation or partnership arrangements, or (C) other similar agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by any Group Company that are is material to the business of the Company; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person other than a Group CompaniesCompany or any Contract relating to the making of any such loan, advance or investment that is material to the financial status of the Company; (iv) any Contract involving Indebtedness of the Company or any of its Subsidiaries in excess of US$50,000,000; (v) any Contract granting or evidencing a Lien on any material properties or assets of the Company or any of its Subsidiaries, other than a Permitted Encumbrances; (vi) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than US$50,000,000 (by merger, purchase or sale of assets or stock or otherwise) or pursuant to which the Company or any of its Subsidiaries have continuing, indemnification, guarantee, “earn-out” or other contingent payment obligations; (vii) any Contracts involving any resolution or settlement of any actual or threatened material litigation, arbitration, claim or other dispute; (viii) any Contract for the employment of any officer, individual employee or other person by the Company or any of its Subsidiaries on a full-time or consulting basis or any severance agreements calling for payments in excess of US$10,000,000 annually; (ix) all contracts and agreements with any Governmental Authority non-competition Contract or other Contract that purports to which limit, curtail or restrict in any Group material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business that is a party, other than any Company Permitsmaterial to the business of the Company; (x) all contracts and agreements any Contract that limitcontains a put, call or purport similar right pursuant to limitwhich the Company or any of its Subsidiaries could be required to purchase or sell, the ability as applicable, any equity interests of the Group Companies to compete in any line of business or with any person or entity assets that have a fair market value or in any geographic area or during any period purchase price of time or to hire or retain any personmore than US$50,000,000; (xi) all contracts any Contract (other than Contracts granting Company Options or Company RSUs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$50,000,000 to be made by the Company or any of its Subsidiaries or (B) the value of the outstanding receivables due to the Company and agreements pursuant to which any Group Company leases or its Subsidiaries under such Contract is a lessor in excess of any real propertyUS$50,000,000; (xii) all contracts any Contract that contains restrictions with respect to (A) payment of dividends or agreements any distribution with respect to use equity interests of the Company or any Company-Licensed IPof its Subsidiaries, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees B) pledging of less than $100,000)share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (xiii) all contracts which involve any material Contract providing for (A) a license, covenant not to sxx or other right granted by any Third Party under any Intellectual Property to the license Company or grant any of rights its Subsidiaries, (B) a license, covenant not to Company-Owned IP sxx or other right granted by the Group CompaniesCompany or any of its Subsidiaries to any Third Party under any Intellectual Property, but excluding other than agreements for off-the-shelf Software, (C) an indemnity of any nonexclusive licenses person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right, or (D) any royalty, fee or sublicensesother amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property; (xiv) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in any material Contract outside the ordinary course of business consistent with past practice; of the Company or not on arm’s length terms between the Company or any of its Subsidiaries, on one hand, and any Affiliate or other entity in which any Group Company has a direct or indirect equity interest, or director, or executive officer, or any person beneficially owning ten percent (xiv10%) all contracts involving use, license or grant more of the outstanding Equity Securities of any rights to Group Company or any material Company Intellectual Property; andof their respective Affiliates (other than the Group Companies), or immediate family members or any of the respective Affiliates of such family members, on the other hand; (xv) any commitment to enter into any contract or agreement of the type described in clauses Contract which have not been covered by subsections (i) – through (xiv) and involves consideration of more than US$50,000,000, in the aggregate, over the remaining term of such Contract; or (xvi) of this Section 4.16(a)any other Contract which could reasonably be expected to have a Company Material Adverse Effect. (i) Each Material Contract is a legal, valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against the respective such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception, (iii) no Group Company and, to the knowledge of the Company SignatoriesCompany, the other parties theretono counterparty, and is enforceable in accordance with its terms, subject or is alleged to the Remedies Exceptions, and the respective Group Company is not be in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iiiiv) the Group Companies have not received any written, or to the knowledge of the Company, no person intends to terminate or cancel any Material Contract; (v) no Group Company Signatories, oral has received any written claim of default under any such Material Contract and, to the Company’s knowledge, no fact or event exists that would give rise to any claim of default under any Material Contract; and (vi) neither the execution of this Agreement nor the consummation of any Transaction shall constitute a material default under, give rise to cancellation rights under, or otherwise adversely affect any of the material rights of any Group Company under any Material Contract. The Company Signatories have has furnished or made available to WinVest or its legal advisors true, correct Parent true and complete copies of all Material Contracts without redactionContracts, including all modifications, any amendments and supplements thereto.

Material Contracts. (a) Section 4.16(aExcept as set forth on Schedule 3.6(a) of the Company Disclosure (all Contracts listed on Schedule lists3.6(a), by reference to the applicable subsection, as of the date of this Agreementcollectively, the following types of contracts “Material Contracts”) and agreements except for this Agreement and except for any Real Property Lease, no Group Company is a party to or bound by, nor are their properties or assets bound by, any: (i) employment Contract; (ii) pension, profit-sharing, incentive, retirement, deferred compensation or bonus plan; 21 (iii) stock or equity purchase plan, stock or equity option plan or any similar equity ownership plan; (iv) Contract relating to Indebtedness (whether owed by or to a Group Company); (v) Contract under which any Group Company is a partylessee of or holds or operates any tangible personal property, excluding owned by any other Person, except for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of Contract under which the Company Disclosure Schedule being the “Material Contracts”):aggregate annual rental payments do not exceed $200,000; (ivi) each contract and agreement involving the receipt Contract under which any Group Company is lessor of or permits any third party to hold or operate any tangible personal property, owned or controlled by or payment to any Group Company, of an amount exceeding except for any Contract under which the annual rental payments do not exceed $100,000 per year200,000; (iivii) each contract partnership agreements and agreement with the top 10 customers and suppliers of joint venture agreements relating to the Group Companies; (iiiviii) all agreements and contracts involving the payment Contract of royalties indemnification or guaranty of any obligation for borrowed money or other amounts calculated based upon the revenues material guaranty of any Person, including between any Group Company and any of their officers, directors or income of the Group Companies employees, in each case, other than any such agreements or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts guarantees that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company the ordinary course of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companiesbusiness; (ix) all contracts and agreements with any Governmental Authority to which Contract prohibiting any Group Company is a partyfrom freely engaging in any material business, other than including restrictions on any Company PermitsGroup Company’s ability to compete; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any personcollective bargaining agreement; (xi) all contracts and Contract or group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $200,000, except for fuel supply agreements pursuant to which any Group Company leases or is a lessor with Dealers entered into in the ordinary course of any real propertybusiness; (xii) all contracts Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in excess of $200,000, except for fuel supply agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees Dealers entered into in the ordinary course of less than $100,000)business; (xiii) all contracts which involve Contract evidencing or relating to any obligations of any Group Company with respect to the license issuance, sale, repurchase or grant redemption of any equity securities; (xiv) Contract defining the rights of stockholders or any Contract relating to the voting of any shares of capital stock or other ownership interests; (xv) Contract that relates to the disposition or acquisition of assets or properties by any Group Company outside of the ordinary course of business, or any merger or business combination with respect to any Group Company-Owned IP , in each case, during the previous five (5) years; or (xvi) any other Contract that involves the expenditure, payment or receipt of more than $200,000 in the aggregate and is not terminable by the Group CompaniesCompany without penalty on notice of ninety (90) days or less, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms except for fuel supply agreements with Dealers entered into in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)business. (ib) Each Except as set forth on Schedule 3.6(b), each Material Contract is a legal, valid and binding obligation of on the respective applicable Group Company and enforceable in accordance with its terms against such Group Company and, to the knowledge Knowledge of the Company SignatoriesCompany, each other party thereto (subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the other parties thereto, enforcement of creditors’ rights and is enforceable in accordance with its terms, subject to general principles of equity). Except as would not reasonably be expected to have, individually or in the Remedies Exceptionsaggregate, and the respective a Company Material Adverse Effect, no Group Company is not in material breach or violation ofof or default under any Material Contract, or material default underand, to the Company’s Knowledge, no other party to any Material Contract nor has is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, passage of time, or both) would constitute a breach, violation of or default under any Material Contract been canceled (i) by the other party; any Group Company or (ii) to the knowledge of the Company SignatoriesCompany’s Knowledge, no other party is by any counterparty thereto, in material breach each case, which breach, violation or violation ofdefault has had, or material default underwould reasonably be expected to have, any individually or in the aggregate, a Company Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoAdverse Effect.

Material Contracts. (a) Section 4.16(aSchedule 4.18(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, sets forth a complete and accurate list of all Material Contracts (as of the date of defined below). As used in this Agreement, the following types term “Material Contract” means every agreement or understanding of contracts and agreements to which any Group Company kind, written or oral, that is a party, excluding for this purpose, any purchase orders submitted legally enforceable by customers or against or otherwise binding on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being and which is material to the “Material Contracts”): Company’s business, and specifically includes without limitation: (i) each contract and agreement involving the receipt by agreements with any current or payment to any Group Companyformer officer, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties director, employee, consultant, or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a partystockholder, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed moneypartnership, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnershipcorporation, joint venture, profits sharing or similar any other entity in which any such person has an interest (other than agreements that are material terminable by the Company upon 30 days notice and which termination does not result in any obligations or liabilities to the Company); (ii) agreements with any labor union or association representing any employee; (iii) agreements for the provision of services by or to the Company in excess of $25,000; (iv) bonds or other security agreements provided by any party in connection with the business of the Group Companies; Company; (ixv) all contracts and agreements with any Governmental Authority to which any Group Company is a party, for the purchase or other than any Company Permits; (x) all contracts and agreements that limit, acquisition or purport to limit, the ability sale or other disposition of the Group Companies to compete in any line of business assets or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, properties (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business), or for the grant to any person of any preferential rights to purchase any such assets or properties; (vi) joint venture agreements relating to the assets, properties, or business consistent of the Company or by or to which it or any of its assets or properties is bound or subject; (vii) agreements under which the Company agrees to indemnify any party, to share tax liability of any party, or to refrain from competing with past practice; any party; (viii) agreements with regard to Indebtedness, including, without limitation, any indenture or other agreements in connection with issuances of bonds, debentures or other debt securities by the Company and any agreements in connection with bank financings by the Company; (ix) any agreement, contract, commitment, transaction or series of transaction for any purpose relating to capital expenditures or commitments or long-term obligations; (x) any purchase order or contract for the purchase of raw materials; (xi) any distribution, joint marketing or development agreement; (xii) any assignment, license or other agreement with respect to any form of intangible property; (xiii) any research collaboration agreement; (xiv) all contracts involving use, license or grant of any rights agreements relating to any material Company Intellectual Propertyventure capital and other equity financings by the Company; and (xv) any commitment to enter into stockholder agreements or other agreements with any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject Stockholders pertaining to the Remedies Exceptions, shares of Company Common Stock held by them or their rights as stockholders of the Company; and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (iixvi) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default underCompany, any Material Contract; and (iii) the Group Companies have not received any written, voting trust or to the knowledge of voting agreements among the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoStockholders.

Material Contracts. (a) Section 4.16(a) Neither Company nor any of the Company Disclosure Schedule lists, by reference its Subsidiaries is a party to the applicable subsectionor bound by, as of the date hereof, any of this Agreement, the following types (each contract, arrangement, commitment or understanding of contracts and agreements the type described in this Section 3.14(a), whether written or oral (and, for the avoidance of doubt, whether or not set forth in the Disclosure Schedule), is referred to as a “Material Contract,” which any Group Company does not necessarily mean that such contract, arrangement, commitment or understanding is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(amaterial contract required to be filed with the SEC under Item 601(b)(10) of the Company Disclosure Schedule being the “Material Contracts”Regulation S-K): (i) each any contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an since January 1, 2012 (and any contract or agreement entered into at any time to the extent that material obligations remain as of the date hereof) for the acquisition of the securities of, or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all material portion of the assets of such person or by of, any other manner); (viii) all partnership, joint venture, profits sharing Person or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a partyentity, other than any Company Permits; (x) all contracts marketable securities and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xiy) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all such contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms entered into in the ordinary course of business consistent with past practice; (xivii) all any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money and any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case (x) with an outstanding principal balance or notional amount in excess of $500,000 and (y) where Company or any of its Subsidiaries is a borrower or guarantor in each case other than (A) agreements evidencing deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank, (B) securities sold under repurchase agreements and (C) Loans and other contracts involving use, license or grant agreements relating to borrowings entered into in the ordinary course of any rights to any material Company Intellectual Property; andbusiness; (xviii) any commitment to enter into any contract or agreement limiting in any material respect the freedom of Company or any of its Subsidiaries or other Affiliates (x) to engage in any line of business or to compete with any other Person or (y) prohibiting Company or any of its Subsidiaries or other Affiliates from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally; (iv) any material contract or agreement with any Affiliate of Company or any of its Subsidiaries (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (v) any agreement providing a guarantee, credit enhancement or assumption of indebtedness of any material amount by Company or any of its Subsidiaries, or any similar commitment by Company or any of its Subsidiaries with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business and issuances of letters of credit in the ordinary course of business; (vi) any agreement that by its terms calls for payments by or to the Company and its Subsidiaries in excess of $25,000 per annum and would give rise to a right of, or result in, the termination, cancellation, modification or acceleration of any obligation of Company or any of its Subsidiaries, in each case as a result of the announcement or the consummation of the transactions contemplated by this Agreement (with or without notice or lapse of time, or both); (vii) any joint venture, stockholders’ partnership or similar agreement involving a sharing of profits or losses of a third party relating to Company or any of its Subsidiaries; (viii) any employment agreement with any employee or officer of Company or any of its Subsidiaries providing for annual compensation in excess of $100,000; (ix) any contract or agreement that by its terms calls for payments by or to the Company and its Subsidiaries in excess of $25,000 per annum and contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Company or any of its Subsidiaries or (D) provision that grants any right of first refusal or right of first offer or similar right or that limits the ability of Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (x) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of Company or any of its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of Company; (xi) any material lease or other contract related to owned or leased property, whether real, personal or mixed, tangible or intangible, that by its terms calls for payments in excess of $100,000 per annum; (xii) any other contract or agreement for the use or purchase of materials, supplies, goods, services, equipment or other assets not of the type described in clauses (i) – (xvix) above which involved the payments by Company or any of this Section 4.16(aits Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $500,000 (other than pursuant to Loans originated or purchased by Company or any of its Subsidiaries or in the ordinary course of business consistent with past practice). (ib) Each Material Contract is a legal, valid Company and binding obligation each of its Subsidiaries have performed all of the respective Group Company obligations required to be performed by them and are entitled to all accrued benefits under, and, to the knowledge Knowledge of Company, are not alleged to be in default in respect of, each Material Contract to which Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries is bound, except as has not had and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Company. Each of the Material Contracts is valid and binding on Company Signatoriesor its applicable Subsidiary and in full force and effect, without amendment, and there exists no default or event of default or event, occurrence, condition or act, with respect to Company or any of its Subsidiaries or, to the Knowledge of Company, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other parties theretoevent or condition, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach would become a default or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim event of default under any such Material Contract, except as has not had and is not reasonably likely to have, individually or in the aggregate, Material Adverse Effect on Company. The Company Signatories have furnished or made available to WinVest or its legal advisors trueTrue, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretohave been furnished or made available to Parent.

Material Contracts. (a) Section 4.16(aSchedule 2.12(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, lists each Contract (other than purchase orders) in effect as of the date of this Agreement, the following types of contracts and agreements Agreement Date to which any Group Acquired Company is a party, excluding for this purpose, party or by which any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as its properties or assets are set forth on Section 4.16(a) otherwise bound of the Company Disclosure Schedule being following categories (the “Material Contracts”): (i) each contract and agreement involving the receipt any Contract (or group of related Contracts) that require future payments by or payment to the Acquired Companies in excess of $500,000 in any Group Companycalendar year, including any Contract (or group of an amount exceeding $100,000 per yearrelated Contracts) for the purchase or sale of real property, raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the provision or receipt of services (except for any Company Plan, offer letters or management, employment, service, consulting, severance, independent contractor or other similar type of Contracts ) in each case that is not terminable without penalty on 90 days’ or shorter notice; (ii) (A) any Contract entered into pursuant to which any Acquired Company acquired any operating business or material assets, in each contract case other than any such Contracts entered into in the ordinary course of business (including pursuant to financing agreements, leases and agreement commercial agreements with suppliers and/or with respect to the top 10 customers and suppliers sale, distribution or licensing of products by the Group Acquired Companies); (iiiA) all agreements any monetary guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by any Acquired Company; (B) any Contract evidencing Indebtedness of any Acquired Company (excluding any unpaid severance or deferred compensation obligations of any Acquired Company) or providing for the creation of or granting any Lien upon any of the property or assets of any Acquired Company (excluding Permitted Encumbrances); and contracts involving the payment of royalties (C) any currency, commodity or other amounts calculated based upon the revenues hedging or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeswap Contract; (iv) all contracts involving the payment (A) any Contract creating or purporting to create any joint venture or any sharing of royalties profits or losses by any Acquired Company with any third party; or (B) any Contract that provides for “earn-outs” or other amounts calculated based upon similar contingent payments by or to any Acquired Company for the revenues deferred purchase price of property or income of any Group Companyservices; (v) all contracts and agreements providing for severance, retention, change in control or similar paymentsany Contract under which any Governmental Entity has any material rights; (vi) all contracts and agreements evidencing indebtedness (or A) any guaranty therefor) for borrowed moneyContract containing covenants restricting competition which have, or granting a Lien on its assetswould have, whether tangible or intangible, to secure the effect of prohibiting any indebtedness Acquired Company from engaging in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or activity in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IPother jurisdiction, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); nondisclosure agreements entered into (xiii1) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practicepractice or (2) in connection with this Agreement; (B) any Contract in which any Acquired Company has granted “exclusivity” or that requires any Acquired Company to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; or (C) any Contract containing a “most-favored-nation”, “best pricing” or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; (vii) any Contract with a Top Vendor or involving a distributor, partner or reseller pursuant to which the Acquired Companies received payments in excess of $500,000 in the aggregate during the twelve months ended September 30, 2021; (viii) any Contract involving commitments to make capital expenditures or to purchase or sell assets involving $100,000 or more individually in any calendar year; (ix) any Real Property Lease; (x) any Inbound License and any Outbound License, and any IP Agreements; (xi) any management, employment, service, consulting, severance, independent contractor or other similar type of Contract that provides for annual payments in excess of $100,000, except any such Contract that is terminable on 90 days’ or shorter notice without the payment of any severance; (xii) any Contract providing for the indemnification of any current or former director, officer or employee of any Acquired Company; (xiii) any Contract which provides for payments or other benefits that are conditioned on or result from a change of control of any Acquired Company; and (xiv) all contracts involving useany power of attorney granted by any Acquired Company that is currently in effect, license except for any power of attorney granted to a professional services firm for the purpose of filing any Tax Returns or grant foreign intellectual property filings, in each case, on behalf of any rights to any material Company Intellectual Property; andsuch Acquired Company. (xvb) any commitment With respect to enter into any contract or agreement of the type described each Material Contract listed in clauses Schedule 2.12(a): (i) – (xvi) of this Section 4.16(a). (i) Each such Material Contract is a legalwith respect to each party thereto other than the applicable Acquired Company, valid binding and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable against such party in accordance with its terms, subject to the Remedies Exceptions(A) Laws of general application relating to bankruptcy, insolvency and the respective Group Company is not in material breach or violation ofrelief of debtors and (B) rules of law governing specific performance, or material default under, any Material Contract nor has any Material Contract been canceled by the injunctive relief and other partyequitable remedies; and (ii) to the knowledge of the no Acquired Company Signatories, no other party is in material breach or violation ofmaterial default of such Material Contract or, with the giving of notice or the giving of notice and passage of time without a cure would be, in material breach or material default under, any of such Material Contract; , and (iii) the Group Companies have not received any written, or to the knowledge Company’s Knowledge, no other party to such Material Contract is in material breach or material default of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or has made available to WinVest the Buyer or its legal advisors true, correct counsel a true and complete copies copy of all each Material Contracts without redaction, including all modifications, amendments and supplements theretoContract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection2.10 hereto sets forth, as of the date of this Agreement, a list of all of the following types of contracts and agreements to which any Group the Company is a partyparty or by which the Company or any of its property is bound (except for those which will be terminated at or prior to the Closing without liability to the Company): (a) contracts or leases with respect to which the Company has a stated obligation of more than $50,000; (b) contracts relating to Closing Indebtedness, excluding Sellers Advances, or the borrowing of money, or the guaranty of any obligation for this purposethe borrowing of money; (c) contracts which place any material limitation on the operation of the Company’s business, such as agreements with non-solicitation, non-compete, exclusivity or “most favored nation” provisions; (d) employment, consulting, engagement, change of control, sales bonus, bonus, severance, retention, indemnification and deferred compensation agreements; (e) contracts with any labor union or association relating to employees of the Company, or collective bargaining agreements; (f) contracts with any Affiliate of the Company; (g) distribution and reseller agreements; (h) research and development agreements; (i) contracts with Governmental Authorities; (j) franchise, partnership and joint venture agreements; (k) contracts with respect to mergers or acquisitions by the Company, (l) leases or licenses pursuant to which personal, intellectual or real property is leased or licensed to or from the Company; (m) guaranties, suretyships or other agreements regarding contingent liabilities or obligations of the Company; (n) any tax sharing or tax allocation agreement; (o) all agreements and contracts containing “take or pay” provisions; (p) all powers of attorney executed on behalf of the Company; and (q) all agreements containing a provision to indemnify any party or assume any tax, environmental or other liability (other than third party purchase orders submitted by customers on a standard form entered into in the ordinary course of purchase order previously made available (such business). All of the foregoing contracts and agreements the Leases are sometimes collectively referred to herein as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group . The Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material has made available to the business Buyer true and complete copies of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Contracts. The Company and, to the knowledge of the Company SignatoriesCompany, the each other parties thereto, and is enforceable in accordance with party thereto has fully performed its terms, subject to the Remedies Exceptions, and the respective Group obligations required thereunder. The Company is not in breach, violation or default under any material breach or violation of, or material default under, provision of any Material Contract nor has and there does not exist any event which, with the giving of notice or lapse of time, or both, would constitute a breach, violation or default under any Material Contract been canceled by the other party; (ii) to Contract. To the knowledge of the Company SignatoriesCompany, no other third party is in breach, violation or default under any material breach or violation of, or material default under, provision of any Material Contract; and (iii) . Except as set forth on Schedule 2.5, the Group Companies have Transactions will not received afford any written, other party to a Material Contract the right to terminate such Material Contract or to modify the knowledge of the Company Signatories, oral claim of default under terms thereof or to collect any such Material Contract. The Company Signatories have furnished fee or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretopenalty.

Material Contracts. (a) Section 4.16(aSchedule 3.09(a) of lists the following Contracts to which the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group or a Company Entity is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available bound (such contracts and agreements as are set forth on Contracts, together with all Contracts described in Section 4.16(a3.10(b) of the Company Disclosure Schedule being the “Material Contracts”): (i) all Contracts of the Company and each contract and agreement Company Entity involving aggregate consideration in excess of [**********] which, in each case, cannot be cancelled by the receipt by Company or payment to any Group Company, of an amount exceeding $100,000 per yearthe applicable Company Entity (as applicable) without penalty or without more than 90 days’ notice; (ii) each contract and agreement with all Contracts that provide for the top 10 customers and suppliers indemnification by the Company or a Company Entity of any Person other than those for product liability entered into in the Group Companiesordinary course of business or the assumption of any Tax, environmental, or other Liability of any Person; (iii) all agreements and contracts involving Contracts relating to the payment license or sublicense of royalties or other amounts calculated based upon the revenues or income any Intellectual Property of the Group Companies Company or income a Company Entity (other than click-wrap or revenues related shrink-wrap software licenses entered into in the ordinary course of business), the settlement of any disputes regarding the Intellectual Property of the Company or a Company Entity or all co-existence Contracts or Contracts not to sxx with respect to any Product Intellectual Property of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty Company or further payment and without more than ninety (90) days’ noticeany Company Entity; (iv) all contracts involving Contracts relating to indebtedness for borrowed money (including guarantees) of the payment of royalties Company or other amounts calculated based upon the revenues or income of any Group CompanyCompany Entity; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements Contracts that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, limit the ability of (a) the Group Companies Company or any Company Entity or (b) to the extent known by the Company, any manager (as designated under the Company LLC Agreement or the Constating Documents of a Company Entity) or any officers of the Company or any Company Entity to compete in any line of business or with any person or entity Person or in any geographic area or during any period of time time; (vi) any Contract that grants any “most-favored nation” or other preferential pricing in relation to hire any services, products or retain territory or that requires the Company or a Company Entity to purchase a minimum quantity of goods or services or contains a right of first refusal option or similar right; (vii) any personContract whereby the Company or a Company Entity grants exclusivity (limited or otherwise) to another Person, including with respect to products, markets, territories, or customers; (viii) any Contract concerning a partnership or joint venture, or any other Contract that involves a sharing of revenues, profits, losses, costs, Taxes or Liabilities by or of the Company or a Company Entity with any other Person; (ix) all Contracts relating to the Projects involving aggregate consideration in excess of [**********] (x) all employment Contracts, all consulting Contracts and all Contracts for the payment of commissions or bonuses to any Person; (xi) all contracts any consignment, distributor, dealer, manufacturer’s representative, and agreements pursuant to which any Group Company leases or is a lessor of any real property;sales agency Contracts; or (xii) all contracts any Contracts with dispensaries or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost customers for future supply of cannabis and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)related products. (ib) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of on the Company Signatories, or the other parties thereto, and is enforceable applicable Company Entity party thereto (as applicable) in accordance with its terms, subject except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally, or by general principles of equity, and is in full force and effect against the Company or the applicable Company Entity party thereto (as applicable) and to the Remedies Exceptionsknowledge, and of the respective Group Company, the counterparties thereto. Neither the Company or the Company Entity party thereto (as applicable) nor, to the Company’s knowledge, any other party thereto is not in material breach of or violation of, material default under (or is alleged to be in material breach of or material default under), or has provided or received any written notice of an intent to terminate, any Material Contract nor and no event has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, occurred or to the Company’s knowledge is threatened to occur, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company Signatoriesor the Company Entity party thereto (as applicable) or, oral claim of default to the Company’s knowledge, any other party under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, Complete and correct and complete copies of all each Material Contracts without redaction, Contract (including all modifications, amendments amendments, and supplements theretothereto and waivers thereunder) have been made available to Buyer.

Material Contracts. Except for the agreements ------------------ identified in the Schedule 2.19 (the "Material Contracts"), none of the Company -------- --------- or any of its Subsidiaries are party to or otherwise bound by any written or oral contract or instrument or other restriction of the following type: (a) Section 4.16(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to contract or agreement which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers not terminable on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more less than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties ' notice without cost or other amounts calculated based upon liability to the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (Company or any guaranty therefor) of its Subsidiaries (except for borrowed moneycontracts which, or granting a Lien on its assetsin the aggregate, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are not material to the business of the Group Companies; (ix) all contracts and agreements with Company or any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000its Subsidiaries); (xiiib) all contracts which involve contract with any labor union; (c) contract or other commitment with any supplier of goods or services containing any provision permitting any party other than the license Company or grant one of rights its Subsidiaries to Company-Owned IP renegotiate the price or other terms, or containing any rebate or other similar provision, upon the occurrence of a failure by the Group CompaniesCompany or any of its Subsidiaries to meet its obligations under the contract when due or the occurrence of any other event, but excluding any nonexclusive licenses (except for such contracts or sublicenses) commitments with suppliers of Company-Owned IP granted to end users according to the Group Companies’ standard terms goods or services entered into in the ordinary course of business consistent with past practicebusiness; (xivd) all contracts involving usecontract for the future purchase of fixed assets or for the future purchase of materials, license supplies or grant equipment, in either case in excess of the Company's or any of its Subsidiaries' normal operating requirements; (e) contract for the employment of any officer, employee or other person (whether of a legally binding nature or in the nature of informal understandings) on a full-time or consulting basis which is not terminable on notice without cost or other liability to the Company or any of its Subsidiaries, except normal severance arrangements and accrued vacation pay; (f) agreement or indenture relating to the borrowing of money or to the mortgaging or pledging of, or otherwise placing a lien or security interest on, any asset of the Company or any of its Subsidiaries; (g) guaranty of any obligation for borrowed money or otherwise (other than the endorsement of checks in the ordinary course of business); (h) voting trust or agreement, stockholders' agreement, pledge agreement, buy-sell agreement or first refusal or preemptive rights agreement relating to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement securities of the type described in clauses (i) – (xvi) Company or any of this Section 4.16(a).its Subsidiaries other than the Operative Documents; (i) Each agreement, or group of related agreements with the same party or any group of affiliated parties, under which the Company or any of its Subsidiaries has advanced or agreed to advance money or has agreed to lease any property as lessee or lessor, except for leases of real or personal property not requiring the payment of more than $20,000, individually, or $5,000,000, in the aggregate, in annual lease payments; (j) agreement or obligation (contingent or otherwise) to issue, sell or otherwise distribute or to repurchase or otherwise acquire or retire any share of its capital stock or any of its other equity securities, other than the Operative Documents; (k) assignment, license or other agreement with respect to any form of intangible property other than software licenses pursuant to which the Company or its Subsidiaries licenses commercially available software; (l) agreement under which it has limited or restricted its right to compete with any person in any respect; (m) except for contractual indemnities provided to customers in connection with the sale of goods or services in the ordinary course of business, agreement requiring indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights; or (n) any other contract or group of related contracts with the same party involving more than $250,000 or continuing over a period of more than one (1) year from the date or dates thereof (including renewals or extensions optional with another party), which contract or group of contracts is not terminable by the Company or any of its Subsidiaries without penalty upon notice of thirty (30) days or less, except for purchase orders and similar agreements with customers and suppliers entered into in the ordinary course of business, which may exceed $250,000 individually or when aggregated for a particular customer or vendor; or (o) any other contract that would be considered a Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, as of the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled date hereof under Item 601(b)(10) of Regulation S-K promulgated by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoSecurities Exchange Commission.

Material Contracts. (a) Except for this Agreement, Section 4.16(a) 4.17 of the Company Disclosure Schedule lists, by reference to the applicable subsection, Letter sets forth a list as of the date Agreement Date of this Agreement, the following types of contracts and agreements each Contract to which the Company or any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule Subsidiaries is a party to or bound by (other than a Contract solely between or among the Company and its wholly owned Company Subsidiaries) (each of the following Contracts being the a “Company Material ContractsContract”): (i) each contract and agreement involving that would be required to be filed by the receipt Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by or payment to any Group Company, of an amount exceeding $100,000 per yearthe SEC; (ii) each contract and agreement is with the top 10 customers and suppliers a related person (as defined in Item 404 of Regulation S-K of the Group CompaniesSecurities Act) that would be required to be disclosed in the Company SEC Reports; (iii) all agreements and contracts involving that relates to the payment formation, creation, governance, economics or control of royalties any joint venture, partnership or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticesimilar arrangement; (iv) all contracts involving that is for the payment of royalties acquisition or other amounts calculated based upon the revenues or income disposition of any Group Companymaterial business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), or that contains a material right of first negotiation, right of first refusal or similar right, in each case entered into since January 1, 2019; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is relating to the borrowing or lending of Indebtedness in a definitive purchase and sale principal amount in excess of $500,000 (whether incurred, assumed, guaranteed or similar agreement entered into in connection with an acquisition or disposition secured by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other mannerasset); (viiiA) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; any Contract (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms purchase orders entered into in the ordinary course of business consistent the forms of which have been made available to Parent) that is one of the top 10 Contracts for the purchase of materials, supplies, goods, services, equipment or other assets, measured by aggregate payments made by the Company or the Company Subsidiaries during the fiscal year ended December 31, 2021 or (B) any Contract (excluding purchase orders entered into in the ordinary course of business the forms of which have been made available to Parent) with past practiceany customer of the Company or any Company Subsidiaries who in the fiscal year ended December 31, 2021, was one of the 10 largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable; (vii) any Contract containing any grant of any license or covenant not to assert relating to or under Intellectual Property Rights (A) by the Company or any Company Subsidiary to a third party or (B) by a third party to the Company or any Company Subsidiary, excluding licenses of non-customized off-the-shelf Software commercially available on standard terms for an annual fee of no more than $500,000; (viii) that contains (A) any covenant that purports to materially limit or otherwise restrict the ability of the Company or the Company Subsidiaries to compete in any business or geographic area or to use or exploit any material Company Owned Intellectual Property, a (B) “most favored nation” clause or other term providing preferential pricing or treatment to a third party, (C) material minimum purchase obligations on the Company or any of the Company Subsidiaries or (D) any right of first negotiation, right of first refusal or similar right; (ix) that is with any Affiliate, director, executive officer (as such term is defined in the Exchange Act), holder of 5% or more of Equity Interests of the Company or, to the Knowledge of the Company, any of their Affiliates (other than the Company) or immediate family members (other than offer letters that can be terminated at will without severance obligations and Contracts pursuant to Company Options); (x) that is a settlement agreement that (A) requires payment by the Company or any of the Company Subsidiaries after the date hereof in excess of $500,000 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 which would apply to Parent or its Affiliates following the Closing; (xi) that is a Contract with a Governmental Authority; (xii) any Velocity Transaction Document; (xiii) that is a CBA; and (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; andthe Financing Agreement. (xvb) any commitment The Company has made available to enter into any contract or agreement Parent true and correct copies of each Company Material Contract in effect as of the type described Agreement Date. Except as would not, individually or in clauses the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) – (xvi) each of this Section 4.16(a). (i) Each the Company Material Contract Contracts is in full force and effect, and represents a legal, valid and binding obligation of the respective Group Company andor a Company Subsidiary, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its termsterms against the Company or the Company Subsidiary (as the case may be), subject to the Remedies ExceptionsKnowledge of the Company, each other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and the respective Group Company general principles of equity (regardless of whether such enforceability is not considered in material breach a proceeding in Law or violation ofequity), or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) neither the Company nor any Company Subsidiary nor, to the knowledge Company’s Knowledge, any other party to such Company Material Contract, is in breach of or default (or, to the Knowledge of the Company, has received notice of an alleged breach or default) under any Company SignatoriesMaterial Contract and, no neither the Company nor any Company Subsidiary nor, to the Company’s Knowledge, any other party is in material breach or violation of, or material default under, any to such Company Material Contract; and , has taken or failed to take any action that with or without notice, lapse of time or both would constitute a breach of or default under any Company Material Contract, (iii) since January 1, 2021 through the Group Companies Agreement Date, neither the Company nor any Company Subsidiaries have not received any written, written notice regarding any violation or to the knowledge of the Company Signatories, oral claim of breach or default under any such Company Material Contract that has not since been cured and (iv) neither the Company nor any Company Subsidiaries have waived in writing any rights under any Company Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(a) Schedule 4.14 sets forth all of the following Contracts to which the Company Disclosure Schedule listsis a party or by which it is bound (collectively, by reference to the applicable subsection, as "Material Contracts"): (i) Contracts with any of the date Sellers or any current officer or director of this Agreement, the following types Company; (ii) Contracts with any labor union or association representing any employee of contracts and agreements the Company; (iii) Contracts pursuant to which any Group Company party is required to purchase or sell a stated portion of its requirements or output from or to another party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; ; (iv) all contracts involving Contracts for the payment of royalties or other amounts calculated based upon the revenues or income sale of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such the Company other than in the ordinary course of business or for the grant to any person or by of any other manner); preferential rights to purchase any of its assets; (viiiv) all partnership, joint venture, profits sharing or similar agreements that are material to the business venture agreements; (vi) Material Contracts containing covenants of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies not to compete in any line of business or with any person in any geographical area or entity covenants of any other person not to compete with the Company in any line of business or in any geographic area or during any period of time or geographical area; (vii) Contracts relating to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group the acquisition by the Company leases or is a lessor of any real property; operating business or the capital stock of any other person; (xiiviii) all contracts Contracts relating to the borrowing of money; or agreements to use (ix) any Company-Licensed IPother Contracts, (other than unmodifiedReal Property Leases, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license expenditure of more than $5,000 in the aggregate or grant of rights to Company-Owned IP $1,000 annually or require performance by any party more than one year from the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according date hereof. There have been made available to the Group Companies’ standard terms in the ordinary course Purchaser, its affiliates and their representatives true and complete copies of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described Material Contracts. All of the Material Contracts and other agreements are in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a full force and effect and are the legal, valid and binding obligation of the respective Group Company andCompany, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except as set forth on Schedule 4.14, the Remedies Exceptions, and the respective Group Company is not in default in any material breach or violation of, or material default under, respect under any Material Contract nor has any Material Contract been canceled by the other party; (ii) Contracts, nor, to the knowledge of the Company Signatoriesany Representing Seller, no is any other party is in material breach or violation of, or material default under, to any Material Contract; and (iii) the Group Companies have not received Contract in default thereunder in any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretomaterial respect.

Material Contracts. (a) Section 4.16(a) of On the Signing Date and the Registration Date, the Company Disclosure Schedule lists, by reference is not a party to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):or not bound by: (i) each contract and any agreement involving for the receipt purchase or lease of materials (except wafer ), supplies, goods, services, equipment or other assets that provides for annual payments by the Company of US$1,000,000 or payment to any Group Company, of an amount exceeding $100,000 per yearmore ; (ii) each contract and any sales, distribution or other similar agreement with providing for the top 10 customers and suppliers sale by the Company of materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Group CompaniesCompany of US$1,000,000 or more; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticecollective bargaining agreement; (iv) all contracts involving the payment of royalties any partnership, joint venture or other amounts calculated based upon the revenues or income of any Group Companysimilar agreement; (v) any contract relating to (x) the acquisition of any business or a substantial portion of the assets of any business or (y) the disposition of all contracts and agreements providing for severanceor a substantial portion of the assets of the Company (whether by merger, retentionsale of equity interests, change in control sale of capital stock, sale of assets or similar paymentsotherwise); (vi) all contracts and agreements evidencing any agreement relating to indebtedness (or any guaranty therefor) for borrowed money, including any pledge, guarantee, security agreement, mortgage or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000similar Encumbrance; (vii) all contracts and agreements that is a definitive purchase and sale any material license, franchise or other similar agreement relating to Intellectual Property (save and except for Technology Transfer and Assistance Agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all as of the assets of such person or Signing Date by any other mannerthe Transferor and Company );; Execution copy August 6, 2007 (viii) all partnershipany material agency, joint venturedealer, profits sharing sales representative, marketing or other similar agreements that are material to the business of the Group Companiesagreement; (ix) all contracts and agreements any material agreement with any Governmental Authority to which any Group director, officer or key employees of the Company is a party, other than any Company Permits;except for labor contract; and (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of between the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legalCompany, valid and binding obligation of on the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptionsone hand, and the respective Group Transferor or any Subsidiary or Affiliate of the Transferor or other Person in which any of the foregoing has a direct or indirect interest, on the other hand (except the General Service Agreement between the Company is and the Transferor, which will be terminated before the Registration Date and any agreement otherwise agreed in the Transaction Documents, including but not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled limited to the Technology Transfer and Assistance Agreement and the Packaging and Testing Services Agreement to be entered by the other party; (ii) to Company and the knowledge of Transferor, and any agreement otherwise agreed in the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoTransaction Documents).

Material Contracts. (a) Section 4.16(a3.12(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, as lists each Contract of the date of this Agreement, the following types of contracts and agreements to which the Company or any Group Company of its Subsidiaries is a party, excluding for this purpose, any purchase orders submitted party or by customers on a standard form of purchase order previously made available (such contracts and agreements as which they are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):bound: (i) each contract and agreement involving any Contract that would be required to be filed by the receipt by or payment Company as a “material contract” pursuant to any Group Company, Item 601(b)(10) of an amount exceeding $100,000 per yearRegulation S-K under the Securities Act; (ii) each contract and any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement with the top 10 customers and suppliers of the Group Companiesanother Person; (iii) all agreements and contracts involving any Contract relating to indebtedness incurred for borrowed money or deferred purchase price of property by the payment Company or any of royalties its Subsidiaries (in either case, whether incurred, assumed, guaranteed or other amounts calculated based upon the revenues or income secured by any asset) having an outstanding principal amount in excess of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice$500,000; (iv) all contracts any Contract involving the payment acquisition or disposition, directly or indirectly (whether by merger, sale of royalties stock, sale of assets or otherwise), of assets, capital stock, securities or other amounts calculated based upon the revenues equity interests or income businesses for aggregate consideration (in one or a series of any Group Company; (vtransactions) all contracts and agreements providing for severance, retention, change in control under such Contract of $1,000,000 or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, more (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees acquisitions or dispositions of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms inventory in the ordinary course of business consistent with past practice); (v) any Contract that by its terms calls for either (A) aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $5,000,000 over the remaining term of such Contract or (B) annual payments to or from the Company and its Subsidiaries of more than $350,000; (vi) any Contract pursuant to which the Company or any of its Subsidiaries has continuing guarantee, “earn-out” or other contingent payment obligations, in each case that would reasonably be expected to result in payments in excess of $500,000; (vii) any Contract (A) pursuant to which a third party grants the Company or any of its Subsidiaries a license under or to any Intellectual Property that is material to the business of the Company or any of its Subsidiaries, as currently conducted, but excluding in all events Contracts granting a license or right to use shrink-wrap, commercially available software with annual license, maintenance, support and other fees of less than $500,000 in the aggregate and Contracts that include a license or right to use Intellectual Property that is merely incidental to the purchase, lease, provision or sale of goods or services, or (B) pursuant to which the Company or any of its Subsidiaries grants a third party a license under or to any Intellectual Property owned by the Company or its Subsidiaries to any third party, other than non-exclusive licenses that are granted pursuant to commercial relationships between the Company or its Subsidiaries, on the one hand, and their customers, vendors or suppliers, on the other hand, in the ordinary course of business; (viii) any Company Government Contract; (ix) any Contract related to a collective bargaining arrangement or with a labor union, labor organization, works council or similar organization; (x) any Contract related to the settlement of any Action in an amount in excess of $500,000, other than Actions defended and settled by insurance companies; (xi) any Contract evidencing financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (xii) any Contract for any Leased Real Property or the lease of personal property providing, in each case, for annual payments thereunder of $350,000 or more; (xiii) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or businesses; (xiv) all contracts involving useany Contract that (A) purports to restrict the ability of the Company or any of its Subsidiaries or, license at or grant after the Effective Time, Parent or any of its Affiliates from (I) directly or indirectly, engaging in any business or competing in any business (or any line of business or geographic region) with any Person (including soliciting clients or customers), (II) operating its business in any manner or location or (III) enforcing any of its rights with respect to any of its material Company Intellectual Property; andassets, (B) grants “most favored nation” status to any other Person that, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates or (C) includes “take or pay” requirements or similar provisions obligating a Person to obtain a minimum quantity of goods or services from another Person or would constitute a “requirements” contract, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (xv) any commitment Contract that prohibits the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or the incurrence of indebtedness by the Company or any of its Subsidiaries; (xvi) any Contract that was not, to enter the Knowledge of the Company, negotiated and entered into on an arm’s length basis, except for any such Contract solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xvii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any director or officer of the Company or any Person beneficially owning 5% or more of the Shares or shares of common stock of any of their respective Affiliates, on the other hand, other than offer letters that can be terminated at will without severance, termination or “change of control” obligations and Contracts pursuant to the Company Equity Plan or contracts with Parent or its Affiliates; and (xviii) any Contract with a Material Customer or Material Supplier. Each contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a)3.12(a) is referred to herein as a “Material Contract.” (ib) Each Material Contract is a legal, valid and binding obligation on the Company or one of its Subsidiaries, as applicable, and to the Knowledge of the respective Group Company andCompany, to the knowledge of the Company Signatories, the each other parties thereto, party thereto and is in full force and effect and enforceable in accordance with its terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception, and except to the respective Group Company is not extent that (i) it has previously expired in material breach or violation ofaccordance with its terms, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to it is cancelled, rescinded or terminated after the knowledge date of the Company Signatories, no other party is this Agreement in material breach accordance with its terms or violation of, or material default under, any Material Contract; and (iii) the Group Companies failure to be in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have not a Company Material Adverse Effect. During the twelve (12) month period prior to the date hereof, neither the Company nor any of its Subsidiaries has received any written, or to the knowledge written notice of the Company Signatories, oral claim termination in respect of default under any such Material Contract. The Company Signatories have furnished . (c) A correct and complete copy of each Material Contract (including, for the avoidance of doubt, any amendments or supplements thereto) has been made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoParent.

Material Contracts. (a) Section 4.16(a) of The Company Disclosure Letter attached hereto lists, and the Company Disclosure Schedule lists, by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously has made available to Purchaser, true and complete copies of all material contracts or other obligations (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):) to which any member of the Company Group is a party or by which it is bound, including those of the following types: (i) each contract Employment agreements and agreement involving the receipt by any other contracts with or payment loans to any Group Companyof the Company Group’s stockholders, of an amount exceeding $100,000 per yearofficers, directors, employees, consultants, distributors or sales representatives; (ii) each contract and agreement with Any Benefit Plans, except for Benefit Plans where such Plans are maintained by any member of a Company Group that will not give rise to a Material Adverse Effect on the top 10 customers and suppliers of the Group CompaniesCompany Group; (iii) all agreements and Any material contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticewith customers; (iv) all contracts involving Any deeds of trust, mortgages, conditional sales contracts, security agreements, pledge agreements, trust receipts, or any other agreements or arrangements whereby any assets of the payment of royalties Company Group are subject to a lien, encumbrance, charge or other amounts calculated based upon the revenues or income of any Group Companyrestriction; (v) all contracts and agreements providing for severanceAny loan agreements, retention, change in control letters of credit or similar paymentslines of credit; (vi) all Any contracts and agreements evidencing indebtedness (restricting any member of the Company Group from doing business or competing in any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000area; (vii) all contracts Purchase orders issued or received and agreements that is a definitive purchase and sale or similar agreement entered into any contracts, in connection with an acquisition or disposition by any Group Company each case, calling for aggregate payments in excess of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner)$100,000; (viii) all partnership, Any joint venture, profits sharing partnership, limited liability company or similar agreements that are material to the business of the Group Companieslimited partnership agreement; (ix) all contracts and agreements with Any guarantees of the obligations of any Governmental Authority to which any Group other party (including other members of the Company is a party, other than any Company PermitsGroup) except those resulting from the endorsement of customer checks deposited for collection; (x) all Any other contracts and agreements that limitwhich may have a material impact on the Company Group’s assets, results of operations or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person;financial condition; and (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any Any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) foregoing. In the case of this Section 4.16(a). (i) Each each Material Contract is a legalContract, valid and binding obligation the member of the respective Company Group Company andparty thereto has not received notice of any default under any such contracts, to obligations or commitments, and is not in default under, and no event has occurred which with notice or the lapse of time or both would constitute a material default or violation of, any such contracts, obligations or commitments. To the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company SignatoriesCompany, no other party to each Material Contract is in material breach or violation ofdefault. Except as set forth in the Company Disclosure Letter, or material default under, no consent is required under any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoin connection with the transactions contemplated by this Agreement.

Material Contracts. (a) Section 4.16(a5.18(a) of the Company Disclosure Schedule lists, by reference to the applicable subsectionLetter sets forth a correct and complete list, as of the date of this Agreement, of the following types of contracts and agreements Contracts to which the Company or any Group Company of its Subsidiaries is a party, excluding for this purpose, any purchase orders submitted party or by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of which the Company Disclosure Schedule being the “Material Contracts”):or any of its Subsidiaries, or any of their respective assets, is bound: (i) each contract and agreement involving any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the receipt Securities Act), not already filed by or payment to any Group Company, of an amount exceeding $100,000 per yearthe Company with the SEC; (ii) any employment, consulting or restrictive covenant Contract (in each contract and agreement case with respect to which the top 10 customers and suppliers Company or any of its Subsidiaries has continuing obligations as of the Group Companiesdate hereof) with any current or former (A) officer of the Company or any of its Subsidiaries, (B) member of the Board of Directors of the Company or any of its Subsidiaries, (C) Continuing Employee (other than oral employment Contracts terminable at will without any further obligation of the Company or any of its Subsidiaries), or (D) independent contractor; (iii) all agreements and contracts involving any Contract providing for indemnification or any guaranty by the payment Company or any Subsidiary of royalties the Company, other than (A) any guaranty by the Company or a Subsidiary thereof of any of the obligations of the Company or another wholly-owned Subsidiary thereof, or (B) any Contract providing for indemnification of customers or other amounts calculated based upon Persons other than pursuant to Contracts entered into in the revenues or income ordinary course of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticebusiness; (iv) all contracts involving any Contract that limits, or purports to limit the payment right of royalties the Company or other amounts calculated based upon any of its Subsidiaries (or, at any time after the revenues consummation of the Offer or income the Merger, Parent, the Surviving Corporation or any of their Subsidiaries) (A) to engage in any line of business, (B) compete with any person, (C) solicit any client, customer or employee of any Group Companyperson, or (D) operate in any geographical location; (v) all contracts and agreements providing for severanceany Contract relating to the disposition or acquisition, retentiondirectly or indirectly (by merger, change sale of stock, sale of assets, or otherwise), by the Company or any of its Subsidiaries of assets or capital stock or other equity or ownership interests of any person entered into during the past five (5) years, or any such Contract that contains any indemnification provision or obligation that is currently in control effect or similar paymentsany obligation to pay an earnout or other form of contingent consideration; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed moneyContract that grants any right of first refusal, right of first offer, or granting a Lien on its similar right with respect to any assets, whether tangible rights or intangible, to secure any indebtedness in an amount greater than $150,000properties of the Company or its Subsidiaries; (vii) all contracts and agreements any Contract that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by contains any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or provision that requires the purchase of all or a controlling equity interest in or substantially all material portion of the assets Company’s or any of such person its Subsidiaries’ requirements for a given product or by any other manner)service from a given third party; (viii) all any Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party or upon consummation of the Offer or the Merger will obligate Parent, the Surviving Corporation, or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party; (ix) any partnership, joint venture, profits sharing limited liability company agreement or similar agreements that are material Contract relating to the business formation, creation, operation, management or control of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a partyjoint venture, partnership or limited liability company, other than any such Contract solely between the Company Permitsand its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries; (x) all contracts any mortgages, indentures, guarantees, loans, credit agreements, security agreements or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, other than (A) accounts receivables and agreements that limitaccounts payable, or purport and (B) loans to limit, the ability wholly-owned Subsidiaries of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any personCompany; (xi) all contracts and agreements pursuant to which any Group Company leases employee collective bargaining agreement or is a lessor of other Contract with any real propertylabor organization, work council or trade union; (xii) all contracts any (a) material Company IP Agreement or agreements (b) Company IP Agreement whereby Intellectual Property is licensed to use the Company or any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost Subsidiary and aggregate which has annual license and maintenance fees of less than exceeding $100,000)40,000.00; (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses transition services agreement; (or sublicensesxiv) of Company-Owned IP granted to end users according any Lease; (xv) any manufacturing Contract; (xvi) any Contract relating to the Group Companiesdistribution, marketing or advertising of Food Products or services; (xvii) any Contract between the Company or any of its Subsidiaries, on the one hand, and any distributors, manufacturers’ standard terms agents or selling agents, on the other hand, or pursuant to which the Company or any of its Subsidiaries sells or distributes products or pays a commission to a person with respect to the sale of products; (xviii) any Contract with a Top Customer, other than purchase orders entered into in the ordinary course of business consistent with past practicebusiness; (xivxix) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; andContract with a Top Supplier; (xvxx) any commitment other Contract under which the Company or any of its Subsidiaries makes payments or incurs costs in excess of $250,000 in any year and which is not otherwise described in clauses (i)—(xix) above; or (xxi) any Contract which is not otherwise described in clauses (i)-(xx) above that is material to enter into any contract or agreement of the type described Company and its Subsidiaries, taken as a whole. All contracts referred to in clauses (i) – through (xvixxi) above, are referred to herein as “Company Material Contracts.” The Company has Made Available to Parent a correct and complete copy of this Section 4.16(a)each Company Material Contract. (ib) Each Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract or any other Contract to which the Company or any of its Subsidiaries is a legal, valid and binding obligation of the respective Group Company party or is bound and, to the knowledge of the Company, no other party to any Company SignatoriesMaterial Contract or other such Contract is in breach of or default under the terms of any Company Material Contract or other such Contract in any material respect. No event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the knowledge of the Company, through the action or 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 or other parties such Contract, in each case, except as would not be and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, or would otherwise give rise to a right to termination under any Company Material Contract or other such Contract. Each Company Material Contract and other such Contract is a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is enforceable in accordance with its termsterms and is in full force and effect. There are no disputes pending or, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company, threatened with respect to any Company SignatoriesMaterial Contract or other such Contract, no and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party is in material breach to any Company Material Contract or violation ofother such Contract to terminate for default, convenience or material default underotherwise any Company Material Contract or other such Contract, any Material Contract; and (iii) the Group Companies have not received any writtennor, or to the knowledge of the Company SignatoriesCompany, oral claim of default under is any such party threatening to do so. After the consummation of the transactions contemplated by this Agreement, the Company Material Contract. The Contracts and other such Contracts will continue in full force and effect on the same terms as existing prior to the Effective Time. (c) Set forth on Section 5.18(c) of the Company Signatories have furnished or made available to WinVest or its legal advisors true, Disclosure Letter is a correct and complete copies list of all Material Contracts without redaction(i) the Top Customers, including all modificationsand (ii) the Top Suppliers. Since January 1, amendments 2016 to the date hereof, no Top Supplier or Top Customer has canceled, terminated or substantially curtailed its relationship with the Company or any Subsidiary of the Company, given notice to the Company or any Subsidiary of the Company of any intention to cancel, terminate or substantially curtail its relationship with the Company or any Subsidiary of the Company, or, to the knowledge of the Company, threatened to do any of the foregoing. Neither the Company nor any of its Subsidiaries has knowledge of any facts that any of the Top Customers will not continue to be customers of the Company and supplements theretoits Subsidiaries after the Closing at substantially the same level of purchases as heretofore. Neither the Company nor any of its Subsidiaries has knowledge of any facts, nor any other reason to believe, that any of the Top Suppliers will not continue to supply the Company and its Subsidiaries after the Closing with substantially the same quantity and quality of goods and services at competitive prices.

Material Contracts. (aA) Section 4.16(a) of the The Company Disclosure Schedule lists, by reference has made available to the applicable subsectionParent, as of the date of this Agreement, the following types true, correct and complete copies of contracts and agreements (including all amendments or modifications to), all Contracts to which the Company or any Group Company of its Subsidiaries is a party, excluding for this purposeparty or by which the Company, any purchase orders submitted by customers on a standard form of purchase order previously made available its Subsidiaries or any of their respective properties or assets is bound (such contracts and agreements as are set forth on Section 4.16(aother than Benefit Plans) of the Company Disclosure Schedule being the “Material Contracts”):that: (i) each contract and agreement involving are or would be required to be filed by the receipt Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by or payment to any Group Company, of an amount exceeding $100,000 per yearthe Company on a Current Report on Form 8-K; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related respect to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing partnership, limited liability or other similar agreements agreement or arrangement, relate to the formation, creation, operation, management or control of any partnership or joint venture that are is material to the business of the Group CompaniesCompany and the Subsidiaries, taken as a whole; (ixiii) all contracts relate to indebtedness for borrowed money (including the issuance of any debt security), any capital lease obligations, any guarantee of such indebtedness or debt securities of any other Person, or any “keep well” or other agreement to maintain any financial statement condition of another Person; (iv) were entered into after December 31, 2007 or not yet consummated, and agreements with involve the acquisition from another person or disposition to another Person, directly or indirectly (by merger or otherwise), of capital assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract (or series of related Contracts) in excess of $150,000; (v) relate to an acquisition, divestiture, merger or similar transaction that contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in effect and, individually or in the aggregate, could reasonably be expected to result in payments in excess of $50,000; (vi) other than an acquisition subject to clause (v) above, obligate the Company to make any Governmental Authority capital commitment or capital expenditure (including pursuant to which any Group Company is a partyjoint venture), other than any Company Permitsacquisitions of inventory and employee compensation expenses that are capitalized, in excess of $250,000; (xvii) all contracts and agreements that limit, relate to any guarantee or purport to limit, the ability assumption of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor other obligations of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, third party (other than unmodifiedSubsidiaries) or reimbursement of any maker of a letter of credit, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms except for agreements entered into in the ordinary course of business consistent with past practicepractice which agreements relate to obligations which do not exceed $50,000 in the aggregate for all such agreements; (xivviii) all contracts involving useare license, license cross-license, royalty, development or grant other Intellectual Property agreements that involve total fees of any rights more than $150,000 or are otherwise material to any material the business of the Company Intellectual Property; andand its Subsidiaries; (xvix) relate to the provision of services by the Company or any commitment of its Subsidiaries and under which the Company or any of its Subsidiaries generated revenues of $100,000 or more in the twelve months ended December 31, 2007; (x) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the capital stock of the Company or any Subsidiary of the Company or prohibits the issuance of guarantees by any Subsidiary of the Company; or (xi) relate to enter into any an Affiliate Transaction. Each contract or agreement of the type described in clauses (i) – through (xvixi) of this Section 4.16(a).above is referred to herein as a “Material Contract” (i) Each Material Contract to which the Company or any of its Subsidiaries is a legalparty or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound (each, a “Company Material Contract”) is valid and binding obligation on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the Knowledge of the respective Group Company andCompany, to the knowledge of the Company Signatories, the each other parties party thereto, and is in full force and effect and enforceable in accordance with its terms, subject except to the Remedies Exceptionsextent that enforceability may be limited by the effect of (X) any applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and (Y) general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity, and except where the respective Group Company is not failure to be valid, binding, enforceable and in material breach full force and effect, would not, either individually or violation ofin the aggregate, or material default underreasonably be expected to have a Material Adverse Effect, any Material Contract nor has any Material Contract been canceled by the other party; (ii) the Company and each of its Subsidiaries, and, to the knowledge Knowledge of the Company SignatoriesCompany, no any other party is in material breach or violation ofthereto, or material default under, any has performed all obligations required to be performed by it under each Company Material Contract; , except where such noncompliance, would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) neither the Group Companies have not Company nor any of its Subsidiaries has received written notice of, the existence of any writtenevent or condition which constitutes, or, after notice or to lapse of time or both, will constitute, a default on the knowledge part of the Company Signatories, oral claim or any of default its Subsidiaries under any such Material Contract. The Company Signatories , except where such default would not, either individually or in the aggregate, reasonably be expected to have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all a Material Contracts without redaction, including all modifications, amendments and supplements theretoAdverse Effect.

Material Contracts. (a) Section 4.16(aSet forth on Schedule 4.11(a) is a list, divided by the appropriate subsection set forth below, of each of the following Contracts to which the Company Disclosure Schedule lists, or any of its Subsidiaries is a party or by reference which any of their respective properties or assets are bound (other than Contracts related to the applicable subsection, Real Property and the Employee Plans) as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available Agreement Date (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by partnership, joint venture or similar Contract that has involved, involves or contemplates, a share of revenues, profits, cash flows, expenses or losses with any other party or a payment of royalties to any Group Company, of an amount exceeding $100,000 per yearother party; (ii) each contract Contract providing for capital expenditures by the Company or any of its Subsidiaries with an outstanding amount of unpaid obligations and agreement with the top 10 customers and suppliers commitments in excess of the Group Companies;$50,000. (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to each Contract under which the Group Companies Company or any of its Subsidiaries makes an assignment of, or grants any license or rights under (including any covenant not to xxx), Intellectual Property to a Person, but excluding non-disclosure agreements granting only a limited right to use the confidential information of a Person for evaluative purposes and Contracts for the sale of Company Services and Products that include only a non-exclusive license and are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeentered into in the ordinary course of business; (iv) all contracts involving each Contract under which a Person makes an assignment of, or grants any license or rights under, Intellectual Property to the payment Company or any of royalties its Subsidiaries, but excluding (i) Contracts with current and former employees and independent contractors of the Company or other amounts calculated based upon any of its Subsidiaries entered into on the revenues Company’s or income such Subsidiary’s standard form thereof (or a substantially similar form), (ii) non-disclosure agreements entered into in the ordinary course of any Group Companybusiness granting only a limited right to use the confidential information of a Person for evaluative purposes, (iii) licenses of Open Source Software, and (iv) Contracts for the license or provision of software (including software as a service) that is not incorporated into Company Services and Products, and available for an aggregate annual cost of $50,000 or less; (v) all contracts each lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third party, or under which it is lessor or sublessor, and agreements providing for severancespecifying (in the case of any real property lease) the name of the lessor, retention, change in control or similar paymentslessee and address of the property; (vi) all contracts and agreements evidencing indebtedness (each Contract that restricts the Company or any guaranty thereforof its Subsidiaries from (A) for borrowed moneyengaging in any aspect of its business, (B) participating or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete competing in any line of business or with any person or entity or market, (C) freely setting prices through the inclusion of most favored customer pricing provisions, (D) engaging in any business in any market or geographic area or during that grants any period exclusive rights, rights of time refusal, rights of first negotiation or similar rights to hire any party, or retain (E) soliciting potential employees, consultants, contractors or other suppliers or customers, except, in any personcase, for permitted use restrictions under real property leases; (vii) each Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants, or other rights therefor, except for those Contracts either conforming to the standard Company Option agreements under the Option Plan; (viii) each Contract with any director, officer, employee or consultant of the Company or any of its Subsidiaries that provides for compensation in any calendar year in excess of $150,000 or is not immediately terminable by the Company or such Subsidiary without cost, advance notice or Liability; (ix) each commission, signing bonus, performance bonus, change in control, retention or stay bonus, severance, or equity compensation Contract; (x) each Contract with any company, firm or agency that provides temporary staffing, leased employees, or independent contractors to perform services for the Company or any of its Subsidiaries; (xi) all contracts and agreements pursuant to each Contract which any Group Company leases or is a lessor provides for indemnification of any real propertyemployee, officer, director, customer or supplier of the Company or any of its Subsidiaries, except for those Contracts for the purchase or sale of goods and services entered into in the ordinary course of business; (xii) all contracts each Contract with any labor union, works council, employee representation group or agreements to use similar labor organization, or any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software collective bargaining agreement or similar Contract with a replacement cost and aggregate annual license and maintenance fees of less than $100,000)or regarding its employees; (xiii) all contracts which involve the license or grant each power of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practiceattorney; (xiv) all contracts involving useeach Contract with a Governmental Authority or higher-tiered contractor under any Contract with a Governmental Authority; (xv) each Contract with respect to Company Debt, license including letters of credit, guaranties, indentures, swaps and similar agreements, a line of credit, any currency exchange, commodities or grant other hedging arrangement, or that evidences any Lien on its assets, properties or rights, or that evidences a leasing transaction of a type required to be capitalized in accordance with GAAP; (xvi) each Contract of guarantee with respect to, the obligations, Liabilities, or debt of any rights to any material Company Intellectual Propertyother Person; and (xvxvii) each Contract that requires the Company or any commitment of its Subsidiaries to enter into make or entitles the Company or any contract of its Subsidiaries to receive payments equal to or agreement of more than $100,000 in any twelve (12)-month period that is not terminable upon less than 30 days’ prior written notice by the type described in clauses (i) – (xvi) of this Section 4.16(a)Company or such Subsidiary, as applicable. (ib) A true and complete copy of each Contract required by Section 4.11(a) to be listed on an applicable subsection of Schedule 4.11(a) has been made available to Parent. All Material Contracts are in written form. Each of the Material Contract Contracts is in full force and effect and is a legal, valid and binding obligation agreement of the respective Group Company or its Subsidiaries, as applicable, and, to the knowledge of the Company SignatoriesCompany’s Knowledge, the other parties counterparty thereto, and is enforceable in accordance with its terms, subject only to the Remedies General Enforceability Exceptions, and there is no material default, violation or breach by the respective Group Company is not in material breach or violation ofany of its Subsidiaries, or material default underas applicable, or, to the Company’s Knowledge, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach thereto, of or violation of, or material default under, under such Material Contract. There does not exist under any Material Contract; and (iii) , to the Group Companies have not received Company’s Knowledge, any writtenevent, occurrence, condition or act, with respect to the Company, any of its Subsidiaries, or any other party thereto, which, with or without the giving of notice or the lapse of time, would reasonably be expected to the knowledge of the Company Signatories, oral claim (i) become a default or event of default under any such Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in performance schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company or any of its Subsidiaries under any Material Contract, or (D) the right to cancel, terminate or materially modify any Material Contract. The Company Signatories and each of its Subsidiaries, as applicable, have furnished performed in all material respects all of the obligations required to be performed by it prior to the Agreement Date and will have performed in all material respects all of the obligations required to be performed by it prior to the Closing Date. Neither the Company nor any of its Subsidiaries have received any written notice or, to the Company’s Knowledge, other communication regarding any actual or made available possible violation or breach of or default under, or intention to WinVest cancel or its legal advisors truematerially modify, correct and complete copies of all any Material Contracts without redaction, including all modifications, amendments and supplements theretoContract.

Material Contracts. (a) Section 4.16(aSchedule 4.11(a) sets forth a list of the following types of Contracts to which Company Disclosure Schedule lists, by reference to the applicable subsection, or Seller is a party as of the date of this Agreementhereof (collectively, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):) that relate to the Business or the Purchased Assets: (i) each contract Any single Contract or series of related or unrelated Contracts (other than unfulfilled commitments, quotations, purchase orders, customer orders or work orders that constitute part of the Purchased Assets issued by the Business’ customers to and agreement involving accepted by Company or Seller on or before the receipt by or payment to any Group Closing) between the Company, on one hand, and the same third party, on the other hand, that contemplates or might reasonably be expected to involve in the twelve (12) months following the Closing Date, (A) the payment or delivery of cash or other consideration in an amount exceeding or having a value in excess of $100,000 per yearin the aggregate, or (B) the performance of services or delivery of goods having a value in excess of $100,000 in the aggregate; (ii) each contract and agreement with any Contract that relates to the top 10 customers and suppliers sale of any of Company’s assets, other than in the Group Companiesordinary course of business; (iii) all agreements and contracts involving the payment any Contract that relates to Company’s acquisition of royalties any business, a material amount of stock or assets of any other amounts calculated based upon the revenues Person or income any real property (whether by merger, sale of the Group Companies stock, sale of assets or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeotherwise); (iv) all contracts any Contract creating or involving the payment of royalties any agency relationship, distribution arrangement or other amounts calculated based upon the revenues or income of any Group Companyfranchise relationship; (v) all contracts and agreements providing for severanceany Contract creating or relating to any partnership or joint venture or any sharing of revenues, retentionprofits, change in control losses, costs or similar paymentsLiabilities; (vi) all contracts and agreements evidencing indebtedness (any Contract that limits or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, purports to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limitin any material respect, the ability of the Group Companies Company to compete in any line of business or with any person or entity Person or in any geographic area or during any period of time or to hire or retain (excluding, as applicable, any person; use limitations on the Leased Real Property as set forth in the Real Property Leases); (xivii) all contracts and agreements pursuant to which any Group Company leases or is a lessor of Contract providing for indemnification by Company, except for any real property; such Contract that was (xiiA) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms entered into in the ordinary course of business consistent business, or (B) entered into in connection with past practice; (xiv) all contracts involving use, license the purchase or grant sale of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract entity or agreement of the type described in clauses (i) – (xvi) of business and is otherwise disclosed under this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.4.11;

Material Contracts. (a) Except for the contracts and agreements described in Section 4.16(a) 2.27 of the Company Disclosure Schedule lists(collectively, the "Material Contracts"), the Company is not a party to or bound by reference any material contract, including without limitation: (a) any distributor, sales, advertising, agency or manufacturer's representative contract; (b) any continuing contract for the purchase of materials, supplies, equipment or services involving in the case of any such contact more than $20,000 over the life of the contract; (c) any contract that expires or may be renewed at the option of any person other than the Company so as to the applicable subsection, as of expire more than one (1) year after the date of this Agreement; (d) any trust indenture, mortgage, promissory note, loan agreement or other contract for the following types borrowing of contracts and agreements money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with U.S. GAAP; (e) any contract for capital expenditures; (f) any contract limiting the freedom of the Company to engage in any line of business or to compete with any other "person" as that term is defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or, other than those entered into in the ordinary course of business, consistent with past practice, any confidentiality, secrecy or non-disclosure contract. (g) any material contract pursuant to which any Group the Company is a partylessor of any machinery, excluding for this purposeequipment, motor vehicles, office furniture, fixtures or other personal property; (h) any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) contract with any affiliate of the Company Disclosure Schedule being the “Material Contracts”):Company; (i) each contract and any agreement involving of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the receipt by obligations, liabilities (whether accrued, absolute, contingent or payment to otherwise) or indebtedness of any Group Company, of an amount exceeding $100,000 per yearother person; (iij) each any contract and agreement or arrangement with the top 10 customers and suppliers of the Group Companiesany labor union or other employee organization including any works council or foreign trade union; (iiik) all agreements and contracts any contract or arrangement involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ noticeIntellectual Property Rights; (ivl) all contracts involving any contract containing any covenant limiting in any material respect the payment right of royalties the Company (i) to engage in any material line of business, (ii) to develop, market or other amounts calculated based upon the revenues distribute material products or income of services, or (iii) to compete with any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed moneyperson, or granting any exclusive distribution rights with respect to a Lien on its assets, whether tangible product or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are service material to the business of the Group Companies;Company; or (ixm) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements contract pursuant to which any Group the Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(aSchedule 4.17(a)(i) of the Company Disclosure Schedule lists, by reference to the applicable subsection, sets forth a complete and accurate list of all Company Program Contracts (as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(adefined below). Schedule 4.17(a)(ii) of the Company Disclosure Schedule being sets forth a complete and accurate list of all Material Contracts (as defined below). As used in this Agreement, the “term "Company Program Contract" means any agreements or understanding of any kind, written or oral, that is legally enforceable by or against or otherwise binding on the Company and relates to the Company Program. As used in this Agreement, the term "Material Contracts”): Contract" means every agreement or understanding of any kind, written or oral, that is legally enforceable by or against or otherwise binding on the Company and which is material to the Company's business, and specifically includes without limitation: (i) each contract and agreement involving the receipt by agreements with any current or payment to any Group Companyformer officer, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties director, employee, consultant, or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a partyshareholder, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed moneypartnership, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnershipcorporation, joint venture, profits sharing or similar any other entity in which any such person has an interest (other than agreements that are material terminable by the Company upon thirty (30) days notice and which termination does not result in any obligations or liabilities to the Company); (ii) agreements with any labor union or association representing any employee; (iii) agreements for the provision of services by or to the Company in excess of $100,000; (iv) bonds or other security agreements provided by any party in connection with the business of the Group Companies; Company; (ixv) all contracts and agreements with any Governmental Authority to which any Group Company is a party, for the purchase or other than any Company Permits; (x) all contracts and agreements that limit, acquisition or purport to limit, the ability sale or other disposition of the Group Companies to compete in any line of business assets or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, properties (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business), or for the grant to any person of any preferential rights to purchase any such assets or properties; (vi) joint venture agreements relating to the assets, properties, or business consistent of the Company or by or to which it or any of its assets or properties is bound or subject; (vii) agreements under which the Company agrees to indemnify any party, to share tax liability of any party, or to refrain from competing with past practice; any party; (viii) agreements with regard to Indebtedness, including, without limitation, any indenture or other agreements in connection with issuances of bonds, debentures or other debt securities by the Company and any agreements in connection with bank financings by the Company; (ix) any agreement, contract, commitment, transaction or series of transaction for any purpose relating to capital expenditures or commitments or long-term obligations; (x) any purchase order or contract for the purchase of raw materials; (xi) any distribution, joint marketing or development agreement; (xii) any assignment, license or other agreement with respect to any form of intangible property; (xiii) any research collaboration agreement; (xiv) all contracts involving use, license or grant of any rights agreements relating to any material Company Intellectual Propertyventure capital and other equity financings by the Company; and (xv) any commitment to enter into shareholder agreements or other agreements with any contract or agreement of the type described in clauses (i) – Company Shareholders pertaining to the shares of Company Stock held by them or their rights as shareholders of the Company; (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of any voting trust or voting agreements among the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; Shareholders and (iiixvii) all Company Program Contracts. * Confidential Treatment Requested. Omitted portions filed with the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoCommission.

Material Contracts. (a) Section 4.16(a3.19(a) of the Company Disclosure Schedule listssets forth each of the following Contracts (other than with respect to any Plans) to which the Reorganized Company is a party, by reference to the applicable subsection, or under which any of its assets or properties is bound and in effect as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available Agreement (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule Contracts being the “Material Contracts”):), in each case, except for the Contracts to be assigned to an Affiliate of the Seller pursuant to the Pre-Closing Restructuring: (i) each contract and agreement involving any Contract for the receipt by purchase of materials, supplies, goods, services, equipment or payment other assets (other than purchase orders) providing for aggregate payments within the last twelve calendar months prior to any Group Company, the date of an amount exceeding $100,000 per yearthis Agreement in excess of R$50,000; (ii) each contract and agreement any Contract that is with a customer, reseller or distributor in connection with the top 10 customers sale of products and suppliers services of the Group CompaniesReorganized Company, and which provides for aggregate payments or receivables within the last twelve calendar months prior to the date of this Agreement in excess of R$50,000; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies Contract pursuant to which the Group Companies are Reorganized Company has been appointed a partypartner, reseller or distributor or manufacturer, or has appointed another party as a partner, reseller, or distributor or manufacturer, and all other consulting and management contracts that are not cancelable without penalty which provides for aggregate payments or further payment and without more than ninety (90) days’ noticereceivables within the last twelve calendar months prior to the date of this Agreement in excess of R$50,000; (iv) all contracts involving any Contract concerning the payment establishment or operation of royalties a partnership or other amounts calculated based upon the revenues or income of any Group Companyjoint venture; (v) all contracts and agreements providing for severanceContracts containing provisions restricting the right of the Reorganized Company (or, retentionas of immediately following the Closing, change its Affiliates) to compete with any Person or from engaging in control or similar paymentsany line of business; (vi) all contracts and agreements evidencing indebtedness Contracts containing provisions prohibiting the Reorganized Company (or, as of immediately following the Closing, its Affiliates) from soliciting any Person to enter into a business or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000employment relationship with the Reorganized Company; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement any Contract entered into in connection with an within the three year period prior to the date hereof relating to the acquisition or disposition (whether by any Group Company merger, sale of stock, sale of assets or otherwise) of any person material business, corporation, partnership, association, joint venture or other business organization, or any division, operating unit or product line of any business entity the Reorganized Company with respect to which there remains outstanding obligations on the part of the Seller or division or business of any person its Affiliates (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other mannerReorganized Company); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group CompaniesCompany IP Agreements; (ix) all contracts and agreements with any Governmental Authority Contracts relating to Indebtedness of the Reorganized Company or pursuant to which the Quotas or any Group material assets of the Reorganized Company is a partyare subject to any Encumbrances, other than any Company PermitsPermitted Encumbrances; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or Contracts with any person Governmental Authority, and which provides for aggregate payments or entity or receivables within the last twelve calendar months prior to the date of this Agreement in any geographic area or during any period excess of time or to hire or retain any personR$50,000; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor Contract for capital expenditures in excess of any real propertyR$50,000; (xii) all contracts any Contract involve the settlement, release, compromise or agreements to use waiver of any Companymaterial rights, Actions, duties or liabilities for an amount in excess of R$50,000 or that involves any non-Licensed IP, monetary remedy affecting the Company (other than unmodifiedcustomary confidentiality, commercially availablenon-disparagement, “off-the-shelf” Software with a replacement cost release and aggregate annual license and maintenance fees of less than $100,000other such obligations that are ancillary to any settlement, waiver or compromise that is otherwise permitted pursuant to this clause (xii); (xiii) all contracts Contracts between the Reorganized Company and any of its officers, managers, partners or other Affiliates, and which involve provides for aggregate payments or receivables within the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according last twelve calendar months prior to the Group Companies’ standard terms date of this Agreement in the ordinary course excess of business consistent with past practiceR$50,000; (xiv) all contracts involving useany Contract containing “take or pay”, license “requirements” or grant other similar provisions obligating any Person to provide the quantity of any rights goods or services required by another Person, and which provides for aggregate payments or receivables within the last twelve calendar months prior to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) date of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation Agreement in excess of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.R$50,000;

Material Contracts. (a) Section 4.16(a) 4.17 of the Company Disclosure Schedule lists, by reference to the applicable subsection, Memorandum sets forth a list of all Material Contracts (as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other mannerhereinafter defined); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or has heretofore made available to WinVest or its legal advisors Parent true, correct and complete copies of all written, and true, correct and complete summaries of all oral, contracts, commitments and agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) 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 and its Subsidiaries taken as a whole, including, without limitation, to the extent any of the following are 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, management, non-competition or indemnification contracts (including, without limitation, any contract to which the Company or any of its Subsidiaries is a party involving employees of the Company); (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 properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since September 30, 2001 (other than agreements relating to the sale of inventory or the performance of services in the ordinary course); (vi) contracts or agreements with any Governmental Entity; (vii) loan or credit agreements, mortgages, indentures or other 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; (viii) guaranty or security agreements in which the Company or a Subsidiary is a guarantor, co-xxxxxx or possessor of a security interest related to any loan or credit agreement; (ix) agreements that purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business; (x) contracts or agreements that would be required to be filed as an exhibit to a Form 10-K filed by the Company with the SEC on the date hereof; (xi) contracts, licenses, assignments or other agreements pursuant to which the Company or any of its Subsidiaries acquired or licensed, granted or otherwise disposed of rights in the Company Intellectual Property; (xii) all contracts which have annual expenditures or payment obligations in excess of $25,000 or which have a value greater than $50,000 per year and are not terminable without penalty upon sixty (60) calendar days' notice, including information systems or data processing agreements, employment contracts, medical services agreements, management agreements, medical equipment service or maintenance contracts, medical equipment leases, or purchase contracts and new construction, improvements, repair or maintenance contracts; (xiii) all contracts with current or former directors or officers (or family members of such directors or officers) of the Company or any of its affiliates (other than employment contracts); (xiv) all agreements with healthcare providers (other than agreements (treating for this purpose all agreements with a healthcare provider and its affiliates as one agreement) pursuant to which the Company and its Subsidiaries (A) paid or received less than $25,000 in the aggregate during the year ended September 30, 2001, or (B) expect to pay or receive less than $25,000 in the aggregate during the year ended September 30, 2002); (xv) all contracts with physicians, physicians' immediate family members or physician entities (including all entities owned directly or indirectly by physicians or their family members), including physician guarantees or recruitment agreements, physician services, equipment or facilities agreements and physician space or equipment lease agreements; (xvi) marketing and advertising agreements; (xvii) all contracts to which the Company, any Subsidiary or any of their affiliates is a party for any professional non-physician services, such as laboratories, x-ray technicians and respiratory therapists; (xviii) all ground leases under which the Company, any Subsidiary or any of their affiliates is the tenant; (xix) all other ground or space leases that involve more than 1,000 square feet of net rentable area; (xx) all equipment leases; (xxi) all contracts (including participation agreements) with Governmental Entities, including CHAMPUS, Medicare and Medicaid, and managed care organizations (other than agreements (treating for this purpose all agreements with a healthcare provider and its affiliates as one agreement) pursuant to which the Company and its Subsidiaries (A) paid or received less than $25,000 in the aggregate during the year ended September 30, 2001, or (B) expect to pay or receive less than $25,000 in the aggregate during the year ended September 30, 2002); (xxii) contracts with any physician or physician entity, any of the benefits of which are contingent, or the terms of which are affected or altered, upon the occurrence of a transaction involving the Company or any Subsidiary of the nature contemplated by this Agreement or otherwise do not comply with the federal Xxxxx Law (42 U.S.C. Section 1395nn); (xxiii) contracts with a potential referral source to the Company or any Subsidiary, including, but not limited to, service contracts for marketing and advertising, that do not comply with a safe harbor to the federal Anti-Kickback Statute (42 U.S.C. Sections 1320a-7b(b)); and (xxiv) written or oral contracts, commitments and agreements to enter into any of the foregoing (collectively, the "MATERIAL CONTRACTS"). The Company has provided to Parent each form of agreement it uses with healthcare providers and managed care organizations. (b) Each of the Material Contracts without redactionconstitutes a valid and legally binding obligation of the Company or one or more of its Subsidiaries, including all modificationsand to the knowledge of the Company, amendments of the other party or parties thereto, enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and supplements similar Laws of general applicability relating to or affecting creditors' rights or by general equity principles), and is in full force and effect. There is no material default under any Material Contract either by the Company or, to the Company's knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder by the Company or, to the Company's knowledge, any other party. The Company has not received any notice from any other party to any such Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew, any such Material Contract. (c) No party to any such Material Contract has given notice to the Company of or made a claim against the Company with respect to any material breach or default thereunder. No party to any such Material Contract has provided notice orally or in writing, or, to the Company's knowledge, otherwise overtly threatened, that it has taken or intends to take the position that any provision within such Material Contract or the contract itself is in violation of any federal or state Law.

Material Contracts. (a) Section 4.16(aSchedule 4.19(a) of the Company Disclosure Schedule lists, by reference to the applicable subsection, sets forth a complete and accurate list of all Material Contracts (as of the date of defined below). As used in this Agreement, the following types term “Material Contract” means every Contract that is legally enforceable by or against or otherwise binding on the Company or any of contracts its Subsidiaries and which is material to the Company’s or its Subsidiaries’ business, and specifically includes without limitation: (i) Contracts with any current or former officer, director, employee, consultant, or stockholder, or any partnership, corporation, joint venture, or any other entity in which any such person has an interest (other than agreements terminable by the Company or its Subsidiary upon 30 days notice and which termination does not result in any obligations or liabilities to the Company or any of its Subsidiaries); (ii) Contracts with any labor union or association representing any employee; (iii) Support Services Agreements and other Contracts for the provision of services by or to the Company or its Subsidiaries in excess of $10,000; (iv) End-User Purchase Agreements, reseller agreements and other Contracts for the sale or license of Company Products excess of $25,000; (v) bonds or other security agreements provided by any party in connection with the business of the Company or any of its Subsidiaries; (vi) Contracts for the purchase or other acquisition or the sale or other disposition of assets or properties (other than in the ordinary course of business), or for the grant to any person of any preferential rights to purchase any such assets or properties; (vii) joint venture Contracts relating to the assets, properties, or business of the Company or any of its Subsidiaries or by or to which it or any Group of its assets or properties is bound or subject; (viii) Contracts under which the Company is a or any of its Subsidiaries agrees to indemnify any party, excluding for this purposeto share tax liability of any party, or to refrain from competing with any party; (ix) Contracts with regard to Indebtedness, including, without limitation, any purchase orders submitted indenture or other agreements in connection with issuances of bonds, debentures or other debt securities by customers on a standard the Company and any agreements in connection with bank financings by the Company or any of its Subsidiaries; (x) any Contract, commitment, transaction or series of transaction for any purpose relating to capital expenditures or commitments; (xi) any distribution, joint marketing or development Contract; (xii) any assignment, license or other Contract with respect to any form of purchase order previously made available intangible property, including, but not limited to, any Company Intellectual Property (such contracts other than (i) End-User Purchase Agreements, reseller agreements and agreements other Contracts for the sale or license of Company Products which are addressed in clause (iv) above, and (ii) fully-paid up, non-exclusive licenses to any generally available, off-the-shelf binary code software programs licensed by the Company or its Subsidiaries on standard terms which programs are not sold with, incorporated into, bundled with or used in the development of any Company Product) (xiii) any Contracts relating to venture capital and other equity financings by the Company; (xvi) any stockholder Contracts or other Contracts with any of the Company Stockholders pertaining to the shares of Company Stock held by them or their rights as are set forth stockholders of the Company; (xv) Contracts required to be listed on Section 4.16(aSchedule 4.10(e) or Schedule 4.10(k) of the Company Disclosure Schedule being the “Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual PropertySchedule; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). End-User Purchase Agreements, License Agreements; and (i) Each Material Contract is a legal, valid and binding obligation of the respective Group Company and, to the knowledge of the Company Signatories, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (iixvii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default underCompany, any Material Contract; and (iii) the Group Companies have not received any written, voting trust or to the knowledge of voting Contracts among the Company Signatories, oral claim of default under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretoStockholders.

Material Contracts. (a) Except as set forth on a correspondingly labeled subsection of Section 4.16(a‎3.14(a) of the Disclosure Schedule, neither Company Disclosure Schedule lists, by reference nor any of its Subsidiaries is a party to the applicable subsectionor bound by, as of the date hereof, any of this Agreement, the following types (each contract, arrangement, commitment or understanding of contracts the type described in this Section ‎3.14(a), whether written or oral and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are whether or not set forth on Section 4.16(a) of in the Company Disclosure Schedule being the Schedule, is referred to as a “Material ContractsContract”): (i) each any contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition since January 1, 2012 (and any contract or disposition by agreement entered into at any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or time to the purchase of a controlling equity interest in or substantially all extent that material obligations remain as of the assets of such person or by any other mannerdate hereof); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (ii) any trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case, where Company or any of its Subsidiaries is a lender, borrower or guarantor other than those entered into in the ordinary course of business; (iii) any contract or agreement limiting the freedom of Company or any of its Subsidiaries to engage in any line of business to compete with any other Person or (iv) any contract or agreement with any Affiliate of Company or its Subsidiaries; (v) any agreement of guarantee, support or indemnification by Company or its Subsidiaries, assumption or endorsement by Company or its Subsidiaries of, or any similar commitment by Company or its Subsidiaries with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (vi) any agreement which would be terminable other than by Company or its Subsidiaries or any agreement under which a material payment obligation would arise or be accelerated, in each case as a result of the announcement or consummation of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events); (vii) any alliance, cooperation, joint venture, stockholder, partnership or similar agreement involving a sharing of profits or losses relating to Company or any of its Subsidiaries; (viii) any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement providing for annual payments by Company or its Subsidiaries of more than $25,000; (ix) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of Company or its Subsidiaries; (x) any contract or agreement that contains any (w) exclusive dealing obligation, (x) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (y) “most favored nation” or similar provision or (z) provision 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 Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xi) any material contract or agreement which would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement; (xii) any contract under which Company or any Company Subsidiary will have an obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation, or any other liability after the date hereof; (xiii) any lease or other contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2016, as applicable, were in excess of $25,000; (xiv) all contracts any contract involving use, license the purchase or grant sale of any rights to any material mortgage loans by the Company Intellectual Property; andBanks or their Affiliates; (xv) any commitment to enter into any contract or agreement for the use or purchase of the type described in clauses (i) – materials, supplies, goods, services, equipment or other assets providing for aggregate payments by Company or its Subsidiaries of $25,000; and (xvi) any contract not listed above that is material to the financial condition, results of this Section 4.16(a)operations or business of Company or its Subsidiaries. (ib) Each Company and its Subsidiaries have performed in all material respects all of the obligations required to be performed by them and are entitled to all accrued benefits under, and are not alleged (or otherwise known by Company) to be in default in respect of, each Material Contract to which Company or its Subsidiaries are a party or by which Company or its Subsidiaries are bound, except as would not, individually or in the aggregate, have a Material Adverse Effect on Company and its Subsidiaries. Each of the Material Contracts is a legal, valid and binding obligation on Company or its applicable Subsidiary and in full force and effect, without amendment, and there exists no default or event of the respective Group default or event, occurrence, condition or act, with respect to Company andor its Subsidiaries or, to the knowledge Knowledge of Company, with respect to any other contracting party, which, with the giving of notice, the lapse of the Company Signatoriestime or the happening of any other event or condition, the other parties thereto, and is enforceable in accordance with its terms, subject to the Remedies Exceptions, and the respective Group Company is not in material breach would become a default or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or to the knowledge of the Company Signatories, oral claim event of default under any such Material Contract, except as would not, individually or in the aggregate, be material to Company and its Subsidiaries. The Company Signatories have furnished or made available to WinVest or its legal advisors trueTrue, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements theretohave been furnished or made available to Parent.

Material Contracts. Schedule 2.10 hereto sets forth, as of this Agreement, a list of all of the following contracts and agreements of the Company or any Subsidiary (except for those which (i) will be terminated at or prior to the Closing or are terminable by notice of not more than 30 days without material liability to the Company or any Subsidiary or (ii) are listed as Benefit Plans on Schedule 2.21(a)): (a) Section 4.16(acontracts or leases with respect to which the Company or any Subsidiary has an obligation of more than $250,000, other than purchase orders entered into in the ordinary course of business; (b) contracts relating to the borrowing of money, or the guaranty of any obligation for the borrowing of money; (c) contracts which place any limitation on the operation of the Company’s or any Subsidiary’s business, such as agreements with non-solicitation, non-compete, exclusivity or “most favored nation” provisions; (d) employment, bonus, severance, retention and deferred compensation agreements; (e) contracts with any labor union or association relating to current employees of the Company Disclosure Schedule listsor any Subsidiary, or collective bargaining agreements; (f) contracts with any Affiliate of the Company; (g) distribution and reseller agreements; (h) research and development agreements; (i) contracts with Governmental Authorities; (j) franchise, partnership and joint venture agreements; and (k) contracts with respect to mergers or acquisitions by reference the Company or any Subsidiary. All of the foregoing contracts, the Real Property Leases and the IP Licenses are sometimes collectively referred to herein as the “Material Contracts”. The Company has made available to the applicable subsectionBuyer, in the electronic data room administered by Xxxxxxx Corporation (as constituted as of 11:59 p.m. on the day immediately preceding the date of this Agreement, the following types “Data Room”), true and correct copies of contracts and agreements to which any Group Company is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “all Material Contracts”): (i) each contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition or disposition by any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such person or by any other manner); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement of the type described in clauses (i) – (xvi) of this Section 4.16(a). (i) . Each Material Contract is a legalvalid, valid binding on and binding obligation enforceable against the Company or the applicable Subsidiary and, to the knowledge of the respective Group Company, each other party thereto. The Company and, to the knowledge of the Company SignatoriesCompany, each other party thereto has performed in all material respects all of its obligations thereunder. Except as set forth on Schedule 2.10, the other parties theretoCompany or the applicable Subsidiary is not, and is enforceable in accordance with its termsand, subject to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge of the Company SignatoriesCompany, no the other party is parties to the Material Contracts are not, in material breach or violation of, or material default under, any Material Contract; and (iii) the Group Companies have not received any written, or nor, to the knowledge of the Company SignatoriesCompany, oral claim does any condition exist that with notice or lapse of time would constitute a material breach of, or material default under under, any Material Contract. Except as set forth on Schedule 2.5, the Transactions will not afford any other party to a Material Contract the right to terminate or materially modify such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.

Material Contracts. (a) Section 4.16(aOther than the Governing Documents, Schedule 4.14(a) sets forth all of the following Contracts to which any member of the Company Disclosure Schedule lists, Group is a party or by reference to the applicable subsection, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company of its assets is a party, excluding for this purpose, any purchase orders submitted by customers on a standard form of purchase order previously made available bound (such contracts and agreements as are together with all Real Property Leases set forth on Section 4.16(ain Schedule 4.11(b) of the Company Disclosure and Related Party Contracts set forth in Schedule being 4.18, collectively, the “Material Contracts”): (i) each contract and agreement involving the receipt by i. any Contract that requires, in accordance with its terms, payments to or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers from such member of the Company Group Companies; (iii) all agreements and contracts involving the payment in excess of royalties $50,000 in any 12-month period other than pursuant to purchase or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement sales orders entered into in connection with an acquisition the Historical Course of Business or disposition by the Ordinary Course of Business; ii. all Contracts that require any member of Company Group Company to purchase its total requirements of any person product or service from a third party or that contain “take or pay” provisions; iii. Contracts that restrict or purport to restrict the ability of such member of the Company Group to compete with any other Person or engage in any line of business or in any geographic area during any period of time, which limit or restrict the right or ability of such member of the Company Group to do business with any Person or that grants any Third Party “most favored nation” status; iv. all Contracts that provide for the assumption of (A) any liability of any business entity Third Party for Taxes or division (B) liability or business obligation of any person Third Party for any violations of Environmental Laws by such Third Party; v. Contracts for (including through merger A) the purchase or sale of any assets other than in the Historical Course of Business or the Ordinary Course of Business or (B) the sale of Equity Interests in such member of the Company Group (other than this Agreement) or the merger, consolidation or reorganization of such member of the purchase Company Group; vi. Contracts relating to any acquisition by such member of a controlling equity interest in the Company Group of any operating business or the capital stock or substantially all of the assets of such person or by any other mannerPerson or any material real property (whether by merger, sale of stock, assets or otherwise); vii. Contracts relating to the incurrence, assumption or guarantee of Indebtedness, the making of any advances or loans or the imposition of a Lien on any of the assets of such member of the Company Group, in each case, other than those related to (A) any Indebtedness, guarantee or Lien which will be released prior to the Closing or (B) Permitted Liens; viii) all . Contracts relating to any partnership, strategic alliance or joint ventureventure or any sharing of revenues, profits sharing profits, losses, costs or similar agreements that are material to the business of the Group Companiesliabilities; (ix) all contracts and agreements . Contracts with any Governmental Authority Body; x. Contracts providing for indemnification to or from any Person and that was not entered into the Historical Course of Business; xi. the Applicable CBAs; xii. all powers of attorney granted by any member of the Company Group to any Person for any purpose whatsoever; xiii. Contracts primarily relating to compliance with Environmental Laws; xiv. all railcar leases to which the Assumed Railcars are subject (the “Assumed Railcar Leases”); and xv. any Group Company is Contracts with a party, other than third party where the Seller or any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, its Affiliates (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice; (xiv) all contracts involving use, license or grant of any rights to any material Company Intellectual Property; and (xv) any commitment to enter into any contract or agreement members of the type described in clauses (iCompany Group) – (xvi) of this Section 4.16(a)is also a party. (ib) The Seller has made available to Purchaser correct and complete copies of all written Material Contracts, including all amendments, supplements and modifications thereto and written waivers thereof. Each of the Material Contract Contracts is a in full force and effect and is the legal, valid and binding obligation of the respective Group Company and, to the knowledge member of the Company SignatoriesGroup, the other parties thereto, and is enforceable against it in accordance with its terms, subject to the Remedies Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium and the respective Group Company similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is not sought in material breach a Proceeding at law or violation ofin equity). Except as set forth on Schedule 4.14(b), or material default under, any Material Contract nor has any Material Contract been canceled by the other party; (ii) to the knowledge no member of the Company SignatoriesGroup or, no to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material breach or violation ofrespect, or material default underhas provided or received any written notice of any intention to terminate, any Material Contract; and (iii) . Except as set forth on Schedule 4.14(b), there have been no amendments, supplements, modifications or waivers to the Group Companies terms of any Material Contracts that have not received any writtenbeen reduced to writing and made available to Purchaser. Except as set forth on Schedule 4.14(b), no event or to the knowledge circumstance has occurred that, with notice or lapse of the Company Signatoriestime or both, oral claim would constitute an event of default under any such Material Contract. The Company Signatories have furnished Contract or made available to WinVest result in a termination thereof or its legal advisors truewould cause or permit the acceleration or other changes of any right or obligation, correct and complete copies the revocation of all Material Contracts without redactionany waivers, including all modifications, amendments and supplements theretoor the loss of any benefit thereunder.

Material Contracts. (a) Except as set forth in Section 4.16(a3.14(a) of the Disclosure Schedule, neither Company Disclosure Schedule lists, by reference nor its Subsidiary is a party to the applicable subsectionor bound by, as of the date of this Agreement, the following types of contracts and agreements to which any Group Company is a party, excluding for this purposehereof, any purchase orders submitted by customers on a standard form of purchase order previously made available (such contracts and agreements as are set forth on Section 4.16(a) of the Company Disclosure Schedule being the “Material Contracts”):following: (i) each any contract and agreement involving the receipt by or payment to any Group Company, of an amount exceeding $100,000 per year; (ii) each contract and agreement with the top 10 customers and suppliers of the Group Companies; (iii) all agreements and contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Group Companies or income or revenues related to any Product of the Group Companies to which the Group Companies are a party, and all other consulting and management contracts that are not cancelable without penalty or further payment and without more than ninety (90) days’ notice; (iv) all contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of any Group Company; (v) all contracts and agreements providing for severance, retention, change in control or similar payments; (vi) all contracts and agreements evidencing indebtedness (or any guaranty therefor) for borrowed money, or granting a Lien on its assets, whether tangible or intangible, to secure any indebtedness in an amount greater than $150,000; (vii) all contracts and agreements that is a definitive purchase and sale or similar agreement entered into in connection with an acquisition since January 1, 2015 (and any contract or disposition by agreement entered into at any Group Company of any person or of any business entity or division or business of any person (including through merger or consolidation or time to the purchase of a controlling equity interest in or substantially all extent that material obligations remain as of the assets of such person or by any other mannerdate hereof); (viii) all partnership, joint venture, profits sharing or similar agreements that are material to the business of the Group Companies; (ix) all contracts and agreements with any Governmental Authority to which any Group Company is a party, other than any Company Permits; (x) all contracts and agreements that limit, or purport to limit, the ability of the Group Companies to compete in any line of business or with any person or entity or in any geographic area or during any period of time or to hire or retain any person; (xi) all contracts and agreements pursuant to which any Group Company leases or is a lessor of any real property; (xii) all contracts or agreements to use any Company-Licensed IP, (other than unmodified, commercially available, “off-the-shelf” Software with a replacement cost and aggregate annual license and maintenance fees of less than $100,000); (xiii) all contracts which involve the license or grant of rights to Company-Owned IP by the Group Companies, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to end users according to the Group Companies’ standard terms in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (ii) (x) any trust indenture, mortgage, promissory note, loan agreement, or other contract, agreement or instrument for the borrowing of money by Company or its Subsidiary and (y) any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each case (x) or (y), where Company or its Subsidiary is a lender, borrower or guarantor other than agreements evidencing deposit liabilities, trade payables and contracts or agreements relating to borrowings entered into in the ordinary course of business; (iii) any contract or agreement limiting the freedom of Company or its Subsidiary to engage in any line of business or to compete with any other Person or prohibiting Company from soliciting customers, clients or employees, in each case whether in any specified geographic region or business or generally, in each case that would reasonably be expected to restrict the conduct of any line of business by Parent following Closing in any respect; (iv) [reserved]; (v) any agreement of guarantee, support or indemnification by Company or its Subsidiary, assumption or endorsement by Company or its Subsidiary of, or any similar commitment by Company or its Subsidiary with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for any such agreement (A) not material to Company or its Subsidiary or (B) entered into in the ordinary course of business; (vi) any agreement under which a payment obligation in excess of $100,000 would arise or be accelerated, in each case as a result of the announcement or consummation of the transactions contemplated by this Agreement (either alone or with notice or lapse of time, or both); (vii) any alliance, cooperation, joint venture, shareholders’ partnership or similar agreement involving a sharing of profits or losses relating to Company or its Subsidiary; (viii) any employment agreement with any employee or officer of Company or its Subsidiary; (ix) any broker, distributor, dealer, agency, sales promotion, customer or client referral, underwriter, administrative services, market research, market consulting or advertising agreement, in each case, providing for annual payments by Company or its Subsidiary of more than $100,000; (x) any contract or agreement that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by Company or its Subsidiary or (D) provision 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 Company or its Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business; (xi) any contract relating to the purchase of stock, a business or a portfolio of assets under which Company or any Company Subsidiary is reasonably expected to have a material obligation with respect to an “earn-out,” contingent purchase price or similar contingent payment obligation, or any material indemnification liability after the date hereof; (xii) any lease or other similar contract (whether real, personal or mixed, tangible or intangible) pursuant to which the annualized rent or lease payments for the lease year that includes December 31, 2017, as applicable, were in excess of $100,000; (xiii) any contract not listed above or below that is material to the financial condition, results of operations or business of Company and its Subsidiary, taken as a whole; (xiv) all contracts involving use, license any contract or grant agreement with respect to the performance by Company or its Subsidiary of Loan servicing with any rights outstanding obligations that are material to any material Company Intellectual Property; andor its Subsidiary; (xv) any commitment contract or agreement that (A) grants Company or its Subsidiary any right to enter use any Intellectual Property (other than “shrink-wrap,” “click-wrap” or “web-wrap” licenses in respect of commercially available software) and that provides for payments in excess of $100,000, (B) permits any third person (including pursuant to any license agreement, coexistence agreements and covenants not to use) to use, enforce or register any Intellectual Property that is owned by Company or its Subsidiary and that is material to their business, taken as a whole or (C) restricts the right of Company or its Subsidiary to use or register any Intellectual Property that is owned or purported to be owned by Company or its Subsidiary; (xvi) any settlement agreement entered into by Company or its Subsidiary since January 1, 2015, other than releases immaterial in nature or amount or entered into in the ordinary course of business with the former employees of Company or its Subsidiary or independent contractors in connection with the routine cessation of such employee’s or independent contractor’s employment; or (xvii) any contract or agreement that involved or is expected to involve the payment of more than $100,000 by Company and its Subsidiary in 2017 or 2018 (other than any such contracts which are terminable by Company or its Subsidiary on ninety (90) days or less notice without any required payment or other conditions, other than the condition of notice). Each contract, arrangement, commitment or understanding of the type described in clauses this Section 3.14(a) to which Company or its Subsidiary is bound, whether or not set forth on Section 3.14(a) of the Disclosure Schedule, is referred to herein as a “Material Contract.” (b) Except as would not reasonably be expected to, individually or in the aggregate, be material to Company and its Subsidiary (i) – (xvi) of this Section 4.16(a). (i) Each each Material Contract is a legal, valid and binding obligation of the respective Group on Company or its applicable Subsidiary and in full force and effect, and, to the knowledge Knowledge of Company, is valid and binding on the other parties thereto; (ii) Company Signatoriesand its Subsidiary and, to the Knowledge of Company, each of the other parties thereto, and is enforceable has performed in accordance with its terms, subject all material respects all obligations required to the Remedies Exceptions, and the respective Group Company is not in material breach or violation of, or material default under, any Material Contract nor has any Material Contract been canceled be performed by the other party; (ii) it to the knowledge of the Company Signatories, no other party is in material breach or violation of, or material default under, any date under each Material Contract; and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the Group Companies have not received any writtenpart of Company or its Subsidiary or, or to the knowledge Knowledge of the Company SignatoriesCompany, oral claim of default any other party thereto, under any such Material Contract. The Company Signatories have furnished or made available to WinVest or its legal advisors true, correct and complete copies of all Material Contracts without redaction, including all modifications, amendments and supplements thereto.