Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 4.18 of the Company Disclosure Letter contains Schedule sets forth a complete and correct listaccurate list of all Company Contracts (other than contracts, as undertakings, commitments or agreements for employee benefit matters set forth in Section 4.13 of the date of this Agreement, of each Contract described below Company Disclosure Schedule and real property leases set forth in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a4.20(i) of the Company Disclosure Letter (all Contracts Schedule) of the type described following categories (collectively, and together with the contracts, undertakings, commitments or agreements for employee benefit matters set forth in this Section 4.17(a4.13 of the Company Disclosure Schedule and the real property leases set forth in Section 4.20(ii) being referred to herein as of the Company Disclosure Schedule, the “Material Contracts” and each a “Material Contract”): (i) each Contract that limits Company Contracts requiring annual expenditures by or liabilities of any party thereto in any excess of $2,500,000 which have a remaining term in excess of ninety (90) days or are not cancelable (without material respect penalty, cost or other liability) within ninety (90) days; (ii) Company Contracts containing covenants limiting the freedom of the Company, any of its Subsidiaries Company or any Company Subsidiary or other Affiliate of its affiliates the Company (including Parent and its affiliates Affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or compete with any Person, sell, supply or distribute in any product line or service line of business, or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in operate at any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contractlocation; (iii) each acquisition or divestiture Contract that contains representationspromissory notes, covenantsloans, indemnities agreements, indentures, evidences of indebtedness or other obligations (including “earnout” instruments and contracts providing for the borrowing or other contingent payment obligations) that would reasonably be expected to result lending of money, in the receipt or making of future payments an amount in excess of $1,000,000, whether as borrower, lender or guarantor; (iv) joint venture, alliance or partnership agreements or joint development or similar agreements with any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of businessThird Party; (v) any settlement agreement all material licenses, sublicenses, consent, royalty or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)other agreements concerning Intellectual Property; (vi) each Contract not otherwise described (A) employment contracts and other contracts with current or former officers, directors, consultants, independent contractors or agents and (B) all severance, change in control or similar arrangements with any current or former directors, officers, employees, consultants, independent contractors or agents that, in the case of either (A) or (B), will result in any other subsection obligation (absolute or contingent) of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment payment to any current or capital expenditure outside former directors, officers, employees, consultants, independent contractors or agents as a result of either the ordinary course consummation of business and in excess the transactions contemplated hereby, termination of $1,000,000employment (or the relevant relationship), or both; (vii) Company Contracts with Affiliates of the Company; (viii) each Contract that grants Company Contracts with any right Governmental Entity which have a remaining term in excess of first refusal one year or right of first offer are not cancelable (without material cost, penalty or that limits the ability of the Company, any Company Subsidiary or any of its affiliates other liability) within one hundred eighty (including Parent or any of its affiliates after the First Effective Time180) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets;days; or (ix) each supply Company Contracts pending for the acquisition or payment processing Contract that contains sale, directly or indirectly (by merger or otherwise), of assets (whether tangible or intangible) in excess of $1,500,000 in market or book value with respect to any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company contract or the Company Subsidiaries (whether incurredcapital stock of another Person, assumed, guaranteed or secured by any asset) in each case in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company1,500,000. (b) True and complete copies of each the written Material Contract in effect as Contracts and descriptions of the date hereof has verbal Material Contracts, if any, have been delivered or made available to Parent or publicly filed with the SEC prior Acquiror. Each of the Material Contracts is a valid and binding obligation of the Company and, to the date hereofCompany’s Knowledge, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar laws affecting creditors’ rights generally and by general principles of equity. Except for the consummation of the transactions contemplated hereby, no event has occurred which would, on notice or lapse of time or both, entitle the holder of any indebtedness issued pursuant to a Material Contract identified on Schedule 4.18 of the Company Disclosure Schedule in response to paragraph (a)(iii) above to accelerate, or which does accelerate, the maturity of any such indebtedness. (c) Neither the Company nor any Company Subsidiary is is, or has received any notice that any other party is, in breach breach, default or violation (each a “Default”) (and no event has occurred or not occurred through the Company’s or the Company Subsidiary’s inaction or, to the Knowledge of the Company, through the action or default under inaction of any Third Parties, which with notice or the terms lapse of time or both would constitute a Default) of any term, condition or provision of any Material Contract where such breach to which the Company or default has any Company Subsidiary is a party or by which any of them or any of their respective properties or assets may be bound, except for Defaults which have not had and would reasonably be expected to havehad, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of . (d) Neither the Company or the nor any Company Subsidiary which is party thereto andin conflict with, or in Default of any Company Contract, except to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitationsextent that any such conflict or Default does not constitute a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which neither Maverick nor any of their respective properties its Subsidiaries is a party to or assets is subjectbound by any agreement, in each case as of the date of this Agreement lease, easement, license, contract, note, mortgage, indenture or other than Company legally binding obligation (excluding any Maverick Benefit Plans listed on Section 4.10(aPlan) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the each, a “Material Contract”):) that: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not required to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken filed by ▇▇▇▇▇▇▇▇ as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company.); (bii) True and complete copies includes any contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than Maverick, a wholly owned Subsidiary of each Material Contract Maverick, Cavalier, or any Subsidiary of Cavalier) arising in effect as of the date hereof has been made available to Parent or publicly filed connection with the SEC prior to the date hereof. Neither the Company nor acquisition or disposition by Maverick or any Company Subsidiary is in breach of or default under the terms its Subsidiaries of any Material Contract where such breach or default has not had and business which payment obligations would reasonably be expected to haveresult in future payments by Maverick or its Subsidiaries that exceed, individually or in the aggregate, 1,000,000; (iii) (A) limits in any material respect either the type of business in which Maverick or its Subsidiaries (or in which Cavalier or any of its Subsidiaries after the Closing) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of Maverick or its Subsidiaries or, after the Closing, Cavalier or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Closing, would apply to Cavalier or any of its Subsidiaries, including Maverick and its, and would run in favor of any Person (other than Maverick, a wholly owned Subsidiary of Maverick, Cavalier, or any Subsidiary of Cavalier); (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract, repurchase agreement or other Contract representing, or any guarantee of, indebtedness for borrowed money of Maverick or any Subsidiary of Maverick (including, for the avoidance for the avoidance of doubt, any Secured Company Material Adverse Effect. To Indebtedness) in excess of $100,000,000 (excluding any government-mandated or state-wide bonds or guarantees) or (B) is a guarantee by Maverick or any of its Subsidiaries of such indebtedness of any person other than Maverick or a wholly-owned Subsidiary of Maverick in excess of, $100,000,000 (excluding any government-mandated or state-wide bonds or guarantees); (v) grants (A) rights of first refusal, rights of first negotiation or similar rights, or (B) puts, calls or similar rights, to any person (other than Maverick or a wholly owned Subsidiary of Maverick) with respect to any asset that is material to Maverick; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on Maverick or any of its Subsidiaries; (vii) limits or restricts the knowledge ability of Maverick or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (viii) is a partnership, limited liability company, joint venture or other similar agreement or arrangement, in each case that is material to Maverick, relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which Maverick owns, directly or indirectly, any voting or economic interest of 10% or more and has invested or is contractually required to invest capital in excess of $10,000,000, other than with respect to any wholly owned Subsidiary of Maverick; (ix) relates to the acquisition or disposition of any business or assets pursuant to which Maverick or any of its Subsidiaries has any liability in excess of $50,000,000 in any transaction or series of related transactions; (x) is a Contract pursuant to which Maverick or any of its Subsidiaries grants to a third party or receives from a third party a license, an allocation of ownership of future-developed IP (other than pursuant to employee or contractor assignment agreements entered into in the ordinary course of business), a non-assert or any similar right or trademark co-existence agreement with respect to any material intellectual property rights (other than (A) inbound non-exclusive licenses of off-the-shelf or commercially available software or information technology services that individually have an ongoing cost of $10,000,000 or less per annum and (B) non-exclusive licenses entered into by Maverick or any of its Subsidiaries in the ordinary course of business); (xi) is a Contract the purpose of which is to provide for indemnification of any officer or director of (A) Maverick or (B) any of the CompanyMaverick Significant Subsidiaries; (xii) is any confidentiality agreement or standstill agreement Maverick has entered into with any third party (or any agent thereof) containing any exclusivity or standstill provisions that are or will be binding on Maverick, any of its Subsidiaries or, after the Closing, Cavalier or any of its Subsidiaries; or (xiii) is a Contract with the 10 largest vendors of Maverick and its Subsidiaries on a consolidated basis (as measured by amounts paid or payable by Maverick and its Subsidiaries on a consolidated basis during 2024), other than legal, accounting and tax providers. (b) Each such Contract described in clauses (i) through (xi) and not (xii) above is referred to herein as a “Material Contract.” As of the date hereofof this agreement, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto Maverick and its Subsidiaries as applicable and, to the knowledge of the CompanyMaverick, of each other party thereto, and is in full force and effecteffect and enforceable by Maverick or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the Enforceability Limitationsaggregate, be reasonably likely to have a Maverick Material Adverse Effect, and (ii) neither Maverick nor any of its Subsidiaries, nor, to the knowledge of Maverick, any other party to a Material Contract is in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Maverick Material Adverse Effect. A copy of each Material Contract has previously been made available to Cavalier.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, neither the Company nor any of this Agreementits Subsidiaries is a party to or bound by any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (excluding any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) that is a lease, easement or other instrument constituting the chain of each Contract described below title to the properties and assets onshore in this Section 4.17(a) under which the United States owned or held by Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities of its Subsidiaries) (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the a “Material Contract”):) that: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not required to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted filed by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K of the SEC); (ii) with respect includes any contingent payment obligations or similar payment obligations (including any “earn-out” obligations) that would require payments to any person (other than the Company. (b) True and complete copies of each Material Contract in effect as , a wholly-owned Subsidiary of the date hereof has been made available to Parent Company or publicly filed a wholly-owned Subsidiary of the MLP, Parent, or any Subsidiary of the Parent) arising in connection with the SEC prior to the date hereof. Neither acquisition or disposition by the Company nor or any Company Subsidiary is in breach of or default under the terms its Subsidiaries of any Material Contract where such breach or default has not had and business which payment obligations would reasonably be expected to haveresult in future payments by the Company or its Subsidiaries that exceed, individually or in the aggregate, a $25 million; (iii) (A) limits in any material respect either the type of business in which the Company Material Adverse Effect. To or its Subsidiaries (or in which Parent or any of its Subsidiaries after the knowledge Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would run to the favor of any person (other than the Company, as a wholly-owned Subsidiary of the date hereofCompany or a wholly-owned Subsidiary of the MLP, no Parent, or any Subsidiary of the Parent); (iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other party Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $25 million (excluding any plugging and abandonment, decommissioning and/or asset retirement bonds or guarantees) or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $25 million (excluding any plugging and abandonment, decommissioning and/or asset retirement bonds or guarantees); (v) grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any Material person (other than the Company, a wholly-owned Subsidiary of the Company or a wholly-owned Subsidiary of the MLP) with respect to any asset that is material to the Company; provided that, in each case of (A) and (B), with respect to any Hydrocarbon Contract (as defined above but disregarding any materiality qualifiers in such definition) related to any properties or assets onshore in the United States, only to the extent that such rights would be triggered by the transactions contemplated under this Agreement; (vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the Company or any of its Subsidiaries; (vii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (viii) is in breach of a material partnership, limited liability company, joint venture or default under other similar agreement or arrangement relating to the terms formation, creation, operation, management or control of any Material Contract where such breach partnership, limited liability company or default joint venture in which the Company owns, directly or indirectly, any voting or economic interest of 15% or more and has had invested or would reasonably be expected is contractually required to haveinvest capital in excess of $25 million, individually other than with respect to any wholly-owned Subsidiary of the Company or wholly-owned Subsidiary of the MLP; (ix) relates to the acquisition or disposition of any business or assets (other than the purchase and sale or marketing of Hydrocarbons in the aggregateordinary course of business consistent with past practice) pursuant to which the Company or any of its Subsidiaries has any liability in excess of $25 million in any transaction or series of related transactions; (x) (A) is a material joint operating agreement (JOA) with a “Contract Area” greater than 10,000 gross surface acres or (B) creates any material presently unexpired area of mutual interest (AMI) in favor of a person other than the Company, a wholly-owned Subsidiary of the Company or a wholly-owned Subsidiary of the MLP, Parent, or any Subsidiary of Parent and sets forth an area of mutual interest area of greater than 10,000 gross surface acres; or (xi) is a Contract required to be set forth on Section 3.21(a)(xi) of the Company Disclosure Schedules. (b) Each such Contract described in clauses (i) through (xi) above is referred to herein as a “Material Adverse EffectContract”. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Each Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and its Subsidiaries as applicable and, to the knowledge of the Company, of each other party thereto, and is in full force and effecteffect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as would not, individually or in the Enforceability Limitationsaggregate, be reasonably likely to have a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract is in breach or violation of any provision of, or in default under, any Material Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except for any Material Contracts filed without redaction as exhibits to the Company SEC Documents or the MLP SEC Documents, a copy of each Material Contract has previously been made available to Parent.

Material Contracts. (a) Except for this Agreement, Section 4.17 Schedule 4.19 of the Company Disclosure Letter contains sets forth a true and complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which (provided that Schedule 4.19 of the Company or Disclosure Letter need not list any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets Material Contract that is subject, in each case as of the date of this Agreement other than also a Company Benefit Plans Plan listed on Section in Schedule 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”Letter): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) to which the Company or any of its Subsidiaries is a party; (ii) each Contract (other than agreements solely between or among the Company and its Subsidiaries) (A) evidencing Indebtedness of the SECCompany or any of its Subsidiaries or (B) that creates a capitalized lease obligation of the Company or any of its Subsidiaries, in each case with an aggregate principal amount in excess of $20,000,000; (iii) each Contract to which the Company or any Subsidiary of the Company is a party that (A) restricts in any material respect the ability of the Company or any Affiliate of the Company to compete in any business (or line of business) or with any Person in any geographical area, (B) requires the Company or any Affiliate of the Company to conduct any business on a “most favored nations” basis with any third party or (C) provides for “exclusivity” or any similar requirement in favor of any third party; (iv) any acquisition or divestiture Contract that contains “earn out”, indemnification or other similar contingent obligations, that would reasonably be expected to result in payments by or to the Company or any of its Subsidiaries in excess of $10,000,000; (v) each Contract for the lease of personal property or real property by the Company or any of its Subsidiaries involving payments in excess of $5,000,000 in any calendar year that are not terminable without penalty or other liability to the Company or any of its Subsidiaries within sixty (60) days; (vi) each Contract that would reasonably be expected to require the disposition of any material assets or line of business of the Company or its Subsidiaries (or, after the First Merger Effective Time, Parent or its Subsidiaries); (vii) each Contract involving the pending acquisition or sale of (or option to purchase or sell) any material amount of the assets or properties of the Company or its Subsidiaries, taken as a whole, in each case excluding unexercised purchase options under Company Real Property Leases; (viii) each joint venture, partnership or other similar agreements or arrangements in which the Company or any of its Subsidiaries owns any interest valued at more than $10,000,000, without regard to voting or economic interest; (ix) each Contract among the Company and/or any of its Subsidiaries and Former Impala Parent and or any of its Subsidiaries with continuing obligations of any party thereto; (x) each Contract relating to a Company Related Party Transaction; (xi) each Contract with (A) any agent, distributor or sales representative, (B) any insurance company, or (C) any other vehicle supplier (including used-vehicle dealers, rental car and fleet lease companies, auto lenders and charitable organizations), in each case involving aggregate net proceeds or other payments to the Company and its Subsidiaries in excess of $10,000,000 for the Company’s fiscal year ended January 2, 2022; (xii) each Contract where the Company or any of its Subsidiaries grants any license, covenant not to assert, release, agreement not to enforce or prosecute, or other similar immunity to any Person under or to any material item of Company Owned Intellectual Property, other than Ordinary Course Licenses; (xiii) each Contract where the Company or any of its Subsidiaries is granted any license, covenant not to assert, release, agreement not to enforce or prosecute, or other immunity by any Person under or to any third Person Intellectual Property that are material to the Company and its Subsidiaries, taken as a whole, other than Ordinary Course Licenses and licenses for Open Source Software; (xiv) each customer Contract with any Top Company Customer; (xv) any written indemnification agreement between the Company and any of its Subsidiaries and any Indemnified Person; (xvi) each Contract entered into in connection with the settlement of a pending or threatened Proceeding with material ongoing obligations of the Company or any of its Subsidiaries (other than solely ongoing confidentiality obligations) other than (A) releases that are immaterial in nature or amount entered into in the ordinary course of business, or (B) settlement Contracts only involving the payment of cash in amounts that do not exceed $2,000,000 in any individual case; and (xvii) each Contract (excluding any leases of real or personal property and any Contract of a type covered by clause (xi) above) that by its terms calls for annual payments to or by the Company or any of its Subsidiaries in excess of $10,000,000. (b) True Collectively, the Contracts described in Section 4.19(a) are herein referred to as the “Company Contracts”. A complete and complete copies correct copy of each Material Contract in effect of the Company Contracts (including all amendments, modifications, waivers and supplements thereto) as of the date hereof of this Agreement has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectParent. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Company Contract is a legal, valid, binding and enforceable obligation of in accordance with its terms on the Company or the Company Subsidiary which and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject subject, as to enforceability, to Creditors’ Rights. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the Enforceability Limitationsknowledge of the Company, is any other party to any such Company Contract in breach or default thereunder, 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 its Subsidiaries, or, to the knowledge of the Company, any other party thereto. There are no pending disputes, to the knowledge of the Company, alleging the material failure of the Company or its Subsidiaries to comply with any material term of any Company Contract, and, as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Contract to terminate (in whole or in part) for default, convenience or otherwise any Company Contract, nor to the knowledge of the Company, is any such party threatening to do so.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.18(a) of the Company Disclosure Letter contains Schedule sets forth a true and complete and correct list, as list of each of the date following types of this Agreement, of each Contract described below in this Section 4.17(a) under Contracts to which the Company or any Company Subsidiary of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement hereof, but excluding any purchase orders, invoices, requisition forms, or other than form purchasing documents and any Company Benefit Plans listed disclosed on Section 4.10(a3.16(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):Schedule: (i) each Contract (A) contains any exclusivity or similar provision that limits in any material respect is binding on the freedom of the Company, Company or any of its Subsidiaries (or would purport to be binding, after the Effective Time, on Parent or any of its affiliates Subsidiaries) or (including Parent and B) otherwise limits or restricts the Company or any of its affiliates Subsidiaries (or would purport to limit or restrict, after the First Effective Time, Parent or any of its Subsidiaries) to compete from (1) engaging or engage competing in any line of business or geographic region in any location or with any Person, sell(2) selling any products or services of or to any other Person or in any geographic region, supply or distribute (3) obtaining products or services from any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and servicesPerson, in each casecase of clause (A) and clauses (1), in any geographic area(2) and (3) of clause (B), in a manner that is material to the Company and its Subsidiaries, taken as a whole; (ii) includes (A) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company “most favored nation” terms and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations conditions (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (Apricing) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or any of its Company Subsidiaries in the ordinary course of business; to a Third Party, or (vB) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on arrangement whereby the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that 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 limits is material to the ability of the CompanyCompany and its Subsidiaries, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assetstaken as a whole; (ixiii) each supply is a joint venture, strategic alliance or payment processing Contract partnership agreement that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that either (A) is binding on material to the Company and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require the Company and its affiliates, including Parent or its affiliates after Subsidiaries to make expenditures in excess of $300,000 in the First Effective Timeaggregate during the 12-month period following the date hereof; (xiv) each 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 Lease; (xiand its wholly-owned Subsidiaries) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) indebtedness for borrowed money in an amount in excess of $1,000,000500,000 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 its 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 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 its Subsidiaries or (B) any other Person has the right to acquire any equity interests in the Company or any of its 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 its Subsidiaries is subject involving performance on or after the date hereof by the Company or any of its Subsidiaries and in an amount in excess of $100,000 individually; (ix) any Contract (or series of related Contracts) pursuant to which the Company or any Subsidiary has continuing “earn-out” or similar obligations that could result in payments from the Company or any 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 its 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 Subject Company Customers, Suppliers and Dealers; (xii) each any Contract involving derivative financial instruments 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 arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) more of revenue to the Company and or any of its 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 Subsidiaries is reasonably expected to be or any of its 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 its Subsidiaries, individually or in the aggregate, in excess of $1,000,000 or with a notional value in excess of $1,000,000100,000; (xiii) each operating expense or revenue generating any Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xivincluding any loan) each Contract between the Company or any Company Subsidiaryof its Significant Subsidiaries, on the one hand, and any officer, director or affiliate Affiliate (other than a wholly wholly-owned Company Subsidiary) of the Company or any Company Subsidiary 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 Company Subsidiary of its Significant Subsidiaries has an obligation to indemnify such officer, director, affiliate Affiliate or family member, but not including any Company Plans; (xiv) any shareholder, investors rights, registration rights or similar agreement or arrangement; (xv) any Contract pursuant to which the Company or any of its 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 its 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 any revenues or income of the Company or any of its Subsidiaries, in each case (x) which payments after the date hereof would reasonably be expected to be: (i) in the case of suppliers and subcontractors, more than $200,000 in the twelve (12) month period following the date hereof, and (ii) in the case of employees and sales representatives, more than $100,000 in the twelve (12) month period following the date hereof, and (y) that cannot be terminated by the Company or such Subsidiary without more than sixty (60) days’ notice without material payment or penalty; (xvi) any employment, severance, consulting or other agreements which provide for compensating or providing benefits to, or that otherwise govern the terms of employment of, present or former employees or consultants of the Company or its Subsidiaries, which provide for base compensation payable to any employee or consultant of the Company or any of its Subsidiaries in excess of $100,000 per year; (xvii) any material collective bargaining agreement and each or other material Contract with any labor union; and; (xvixviii) any Contract not otherwise (including any option agreement) to purchase or sell any interest in real property, and any Company Real Property Lease; (xix) any Contract relating to the indemnification of a Company Indemnified Party that deviates from the form of indemnification agreement made available to Parent; or (xx) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company under Item 1.01 on a Current Report on Form 8-K. Each Contract of the type described in clauses (i) through (xx) is referred to herein as a “Company Material Contract”. (b) Except for this Agreement or as set forth in Section 3.18(a) of the Company Disclosure Schedule, as of the date hereof, none of the Company or any other subsection of this Section 4.17(a) that would constitute its 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 of under the SECSecurities Act) with respect 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. (c) Each Company Material Contract is valid and binding and in full force and effect and, to the Company. (b) True and complete copies of each Material Contract in effect as of ’s Knowledge, enforceable against the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is or parties thereto in breach of accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. Since December 31, 2015, (i) except for breaches, violations or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to havedefaults which have not had, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Company Material Contract, is in violation of any provision of, 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 such Company Material Contract, and (ii) neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Company Material Contract is a valid, binding which has not been cured or resolved. True and enforceable obligation complete copies of the Company or Material Contracts and any material amendments thereto have been made available to Parent. (d) Section 3.18(d) of the Company Subsidiary which is party thereto andDisclosure Schedule sets forth a true, to complete and correct list of all Contracts providing for the knowledge lease of any telecommunication tower or similar structure by the Company or any of its Subsidiaries, including a true, accurate and complete description of the Companytower location, rental fees, term and renewal options contained therein, in each case as of each other party thereto, and is in full force and effect, subject to the Enforceability Limitationsdate hereof.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date For purposes of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the a “Material Contract”): ” means each of the following: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (ii) any Contract with any employee, individual consultant or independent contractor that provides for annual compensation in excess of $150,000 and is not immediately terminable by the Company or any of its Subsidiaries without cost or liabilities, including any Contract requiring the Company to make a payment to any employee on account of the SECtransactions contemplated by this Agreement (including the Merger) or any Contract that is entered into in connection with respect to this Agreement; (iii) any collective bargaining agreement or other Contract with a labor organization; (iv) any material Contract providing for indemnification or any guaranty (in each case, under which the Company. (b) True and complete copies of each Material Contract in effect Company has continuing obligations as of the date hereof hereof); (v) any material Contract containing any covenant, commitment or other obligation (A) limiting the right of the Company or any of its Subsidiaries to engage in any line of business, to make use of any Registered Company Owned Intellectual Property or to compete with any Person in any line of business, (B) granting any exclusive rights, (C) containing a “most favored nation” or similar provision, (D) prohibiting the Company or any of its Subsidiaries (or, after the Effective Time, Parent) from engaging in business with any Person or levying a fine, charge or other payment for doing so or (E) otherwise prohibiting or limiting the right of the Company or its Subsidiaries to develop, sell, distribute or manufacture any products or services, other than such Contracts that may be cancelled without continuing material obligations, restrictions or liabilities to the Company upon notice of thirty (30) days or less; (vi) any Contract (A) relating to the license, disposition or acquisition by the Company or any of its Subsidiaries of a material amount of assets other than in the ordinary course of business or (B) pursuant to which the Company or any of its Subsidiaries will acquire any material ownership interest in any other Person or other business enterprise other than the Company’s Subsidiaries; (vii) any Contract for the acquisition or disposition of any business; (viii) any material dealer, distributor, sales agency, joint marketing agreement, to jointly market any product, technology or service; (ix) any material Contract pursuant to which the Company or any of its Subsidiaries have continuing obligations to jointly develop any Intellectual Property Rights that will not be owned solely by the Company or one of its Subsidiaries; (x) any joint venture agreements, material development agreements, or material outsourcing arrangements (including material Contracts to assemble, manufacture and package any Company Product); (xi) any mortgages, indentures, guarantees, material loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or material extension of credit, other than trade receivables and payables; (xii) any settlement Contract, other than (a) releases entered into with former employees or independent contractors of the Company in the ordinary course of business or (b) settlement Contracts only involving the payment of cash (which has been paid) in amounts that do not exceed $250,000 in any individual case; (xiii) any Contract with the federal government, any foreign government, any state or local government or any division, subdivision, department, agency or instrumentality thereof; (xiv) any Lease of, or purchase or sale Contract with respect to, any real property; (xv) any Contract with any healthcare provider (e.g., doctors and contract research organizations) of the Company or any of its Subsidiaries that may not be cancelled without material liability to the Company upon notice of thirty (30) days or less; (xvi) any Contract that provides for payment obligations by the Company or any of its Subsidiaries of $100,000 or more in any individual case and is not disclosed pursuant to clauses (i) through (xv) above; and (xvii) any Contract, the termination or breach of which would be reasonably expected to have a Company Material Adverse Effect and is not disclosed pursuant to clauses (i) through (xv) above. Other than Material Contracts filed as an exhibit to the Company Reports, Section 5.1(t) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to which the Company or any of its Subsidiaries is a party or which bind or affect their respective properties or assets, and identifies each subsection of Section 5.1(t) that describes such Material Contract. The Company has delivered or made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach complete and correct copies of or default under the terms of any each such Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContract. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, valid and binding and enforceable obligation on the Company (and/or each such Subsidiary of the Company or Company, as the case may be) and is in full force and effect, and neither the Company Subsidiary which is nor any of its Subsidiaries party thereto andthereto, nor, to the knowledge of the Company, of each any other party thereto, and is in full force breach of, or default under, in any material respect, any such Material Contract, and effect, subject to the Enforceability Limitationsknowledge of the Company no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder in any material respect by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party thereto. Neither the Company nor any of its Subsidiaries has received any written notice or other communication regarding any actual or alleged violation or breach of or default under, or intention to cancel or modify, any Material Contract. Neither the Company nor any of its Subsidiaries has entered into any standstill agreement with any third party (or other agreement containing a standstill provision) that does not automatically terminate upon the execution of this Agreement.

Material Contracts. (a) Except for this Agreement, Section 4.17 4.15(a) of the Company Disclosure Letter contains Schedule sets forth a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case list as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of each of the Company Disclosure Letter (all following Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated a party or by which it is bound (each such Contract listed or required to paybe so listed, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary 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 following Contracts to which the Company or any Company Subsidiary has an obligation to indemnify such officerbecomes a party or by which it becomes bound after the date of this Agreement, director, affiliate or family member;a “Company Material Contract”): (xv) each collective bargaining agreement and each Contract with any labor union; and (xvii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K K; (ii) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the SECCompany or any Company Subsidiary to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, such freedom of the Surviving Company, Parent, the Company or any of their respective Affiliates after the Effective Time, (B) contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on the Company or any Company Subsidiary (or, after the Effective Time, that would be binding on the Surviving Company, Parent or any of their respective Affiliates), (C) otherwise limits or restricts, in any material respect, the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Company, Parent or any of their respective Affiliates) from hiring or soliciting any Person for employment, or (D) levies a fine, charge or other payment for doing any of the foregoing; (iii) promissory notes, loan agreements, indentures, evidences of Indebtedness or other instruments providing for or relating to the lending of money, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements or that provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any Company Subsidiary of, or any similar commitment by the Company or any Company Subsidiary with respect to the obligations, liabilities or Indebtedness of any other Person, in each case in a principal amount in excess of $1,000,000; (iv) any Contract (other than the Company Credit Facilities) restricting the payment of dividends or the making of distributions to shareholders of the Company or the repurchase of stock or other equity of the Company; (v) any Contract that would require the disposition of any material assets or line of business of the Company or any Company Subsidiary as a result of the consummation of the Integrated Mergers; (vi) any joint venture, profit-sharing, partnership, strategic alliance, collaboration or other similar agreements; (vii) any Contract pursuant to which the Company or any Company Subsidiary receives from any Third Party a license or similar right to any Intellectual Property that is material to the Company or any Company Subsidiary, other than licenses with respect to non-customized Software that (A) is generally available and licensed pursuant to standard commercial terms, and (B) with an annual cost of less than $250,000; (viii) any Contract pursuant to which the Company or any Company Subsidiary grants to any Third Party a license or similar right to any Intellectual Property that is material to the Company or any Company Subsidiary, other than non-exclusive licenses granted in the ordinary course of business; (ix) Contracts with (A) the top ten (10) customers of the Company based on revenues for the fiscal year ended December 31, 2022 and the nine months ended September 30, 2023 and (B) the top ten (10) vendors of the Company based on costs for the year ended December 31, 2022 and the nine months ended September 30, 2023; (x) any Related Party Contract; (xi) any Contract involving the settlement of any action or action threatened in writing (or series of related actions) (other than any actions covered by insurance) that will (A) involve payments after the date hereof in excess of $500,000 or (B) impose material monitoring or reporting obligations outside the ordinary course of business consistent with past practice; (xii) any Contract for the purchase or sale of real property, in each case entered into or completed on or after January 1, 2021 in excess of $5,000,000; (xiii) any Leases which provide for annual lease payments in excess of $200,000; (xiv) any collective bargaining agreement; (xv) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any Company Subsidiary (other than any such Contracts that are terminable by the Company or any Company Subsidiary on ninety (90) days or less notice without any required material payment or other material conditions, other than the condition of notice); and (xvi) any Contract that relates to the acquisition or disposition of any business or asset (other than any Contract or arrangement that provides solely for the acquisition of equipment or products in the ordinary course of business) and under which the Company or any Company Subsidiary has a material continuing obligation, including any material “earn-out” or similar contingent payment obligations. (b) True and complete copies of each Material Contract in effect as of the date hereof The Company has been made available to Parent or publicly filed with a true, correct and complete copy of each Material Contract. All of the SEC prior Company Material Contracts are, subject to the date hereof. Neither Bankruptcy and Equity Exceptions, valid and binding obligations of the Company nor any or a Company Subsidiary is in breach of or default under (as the terms of any Material Contract where such breach or default has not had and would reasonably be expected case may be) and, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge Knowledge of the Company, as each of the date hereofother parties thereto, no and in full force and effect and enforceable in accordance with their respective terms against the Company or Company Subsidiaries (as the case may be) and, to the Knowledge of the Company, each of the other party to any Material Contract is in breach of or default under the terms of any Material Contract where parties thereto (except for such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as Contracts that are terminated after the date of this Agreement in accordance with Section 6.1(k)), except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of . To the Company or the Company Subsidiary which is party thereto and, to the knowledge Knowledge of the Company, no Person is seeking to terminate or challenge the validity or enforceability of each any Company Material Contract. Neither the Company nor any Company Subsidiary, nor to the Knowledge of the Company, any of the other party theretoparties thereto has violated any provision of, or committed or failed to perform any act that (with or without notice, lapse of time or both) would constitute a default under any provision of, and is neither the Company nor any Company Subsidiary has received written notice that it has violated or defaulted under, any Company Material Contract, except for those violations and defaults (or potential defaults) that have not had and would not reasonably be expected to have, individually or in full force and effectthe aggregate, subject to the Enforceability Limitationsa Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.11(a) of the Company Disclosure Letter contains a complete and correct listSchedule sets forth, as of the date of this Agreement, a true, complete and correct list of each Contract described below of the following legally binding contracts, agreements, leases, subleases, arrangements, guarantees, arrangements, commitments and understandings (whether written or oral) (“Contracts”) (other than the Company Leases and purchase orders and statements of work executed in this Section 4.17(athe ordinary course of business) under to which the Company or any Company Subsidiary has is a party or by which the Company or any current Company Subsidiary or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties assets or assets rights is subjector are bound, excluding any Company Employee Plans (collectively, and whether or not set forth in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a3.11(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as Schedule, the “Material ContractContracts”):), a true, complete and correct copy (including any amendments, waivers or supplements thereto) of which has been made available to Buyer: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, partnership or limited liability company agreement or similar Contract (other than any such agreement solely between or among the Company and its wholly-wholly owned Company Subsidiaries) or similar Contractrevenue sharing, collaboration or partnership with any other Person; (iiiii) each any Contract (A) relating to the acquisition or divestiture Contract disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or for the acquisition or disposition of the securities of or all or substantially all of the assets of any other person, (B) that contains representationsa put, covenants, call or similar right pursuant to which the Company or any of the Company Subsidiaries could be required to purchase or sell any equity or debt securities or (C) that contains indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,0005,000,000 or that otherwise has material obligations outstanding; (iii) any Contract that would limit the freedom or ability of (A) Buyer and its Affiliates (other than the Company or any Company Subsidiary) after the Closing in any material respect to (1) compete or engage in any line of business or in any geographic region or with any Person, acquire any product, asset or service from any Person or develop, market, sell, supply or distribute any product, asset or service in any geographic region or to any Person, (2) develop or distribute any material Intellectual Property Rights, or (3) use or otherwise exploit in any material respect any Company-Owned IP Rights or, in accordance with the rights granted under the Intellectual Property License Agreement, Design Business Licensed IP anywhere in the world or (B) the Company or any Company Subsidiary or any of their respective Affiliates) after the Closing to compete or engage in any line of business or in any geographic region or with any Person, acquire any product, asset or service from any Person or develop, market, sell, supply or distribute any product, asset or service in any geographic region or to any Person, in each case of this clause (B), solely as would reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole; (iv) any Contract that imposes a material restriction on the solicitation of employment or hiring of any Persons; (v) any Contract that obligates the Company or any of the Company Subsidiaries, or following the Closing, will obligate Buyer or any of its affiliates, to conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar covenants, or that has “take-or-pay”, minimum order or purchase or similar commitments; (vi) any “single source” supply Contract pursuant to which goods or materials are supplied to, or processed for, or designs or develops for, the Company or a Company Subsidiary from a sole source, and for which no other source for such goods, services, processes, designs, or development could be procured without material cost or expense; (vii) any Contract pursuant to which a third party manufactures for, processes for, supplies to, the Company or any Company Subsidiary a Company Product, including any foundry agreements; (viii) any Contract that grants any right of first refusal, right of first negotiation, right of first offer or similar right with respect to the Company or any Company Subsidiary, or any assets, rights or properties of the Company or the Company Subsidiaries; (ix) any Contract pursuant to which any material Intellectual Property Right is licensed, or has been sold, assigned or otherwise conveyed, to the Company or any Company Subsidiary or pursuant to which any Person has agreed not to enforce any material Intellectual Property Right against the Company or any Company Subsidiary, other than Transaction Documents, Contracts for Standard Software, non-exclusive licenses incidental to the primary purpose of such Contract, invention assignments entered into by employees, consultants or independent contractors of the Company or a Company Subsidiary in the ordinary course of business, and non-disclosure agreements entered in the ordinary course of business; (x) Contracts pursuant to which any material Company-Owned IP is licensed to a third party by the Company or a Company Subsidiary, or pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant agreed not to be sued enforce any material Company-Owned IP Right against any third party, other than Contracts for the use, provision or right to enforce sale of Company Products or prosecute any patents) with respect to any Company IPuse of Company-Owned Technology in the ordinary course of business, in each case that is material Transaction Documents, non-exclusive licenses incidental to the conduct primary purpose of the Company’s such Contract, and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for offnon-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries disclosure agreements entered in the ordinary course of business; (vxi) Contracts providing for the development of any material Company-Owned IP, independently or jointly, by or for the Company or any Company Subsidiary, other than Contracts entered into without material deviation from the Company’s or a Company Subsidiary’s form employee, consultant or independent contractor invention assignment agreements (copies of the current forms of which have been made available to Buyer) between the Company or such Company Subsidiary and an employee, consultant or independent contractor regarding the development of Intellectual Property Rights by such Person; (xii) any settlement agreement Contract that is a settlement, consent or similar Contract imposing operational restrictions agreement that restricts in any material respect the operations or conduct requirements on of the Business or any other business of the Company or any Company Subsidiary or any of their respective affiliates (including the Parent Buyer and its affiliates after the First Effective TimeClosing); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (viixiii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; evidencing Indebtedness (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Companytypes described in clauses (i), any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to ownii), operate(iii), sell(iv), transfer(v), pledge or otherwise dispose of any material businesses or material assets; (vi), (vii), (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on and (xiii) of the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (xdefinition herein) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the any Company Subsidiaries Subsidiary (whether incurred, assumed, guaranteed or secured by any asset); (xiv) any Contract creating any material Lien (excluding Permitted Liens) upon any assets material to the Company or any Company Subsidiary; (xv) any Contract (1) with a Major Customer or (2) with a Major Supplier (including, in an amount each case, the Subsidiaries or affiliates of such Major Customer or Major Supplier) (other than any signature routing form or non-disclosure agreements entered into in the ordinary course of business); (xvi) any Contract (or group of related Contracts) which provides for payment of consideration by or to the Company or any Company Subsidiary in excess of $1,000,00025,000,000 annually (other than (1) employment agreements, (2) Contracts entered into with suppliers and vendors of the Company and its Subsidiaries with payments of consideration by the Company and its Subsidiaries of less than $75,000,000 annually or (3) other any Contract otherwise set forth on Section 3.11(a)(xv) of the Company Disclosure Schedule); (xiixvii) each any Contract involving derivative financial instruments with any labor union or arrangements association representing any employee of the Company; (including swaps, caps, floors, futures, forward contracts and option agreementsxviii) for any Affiliate Agreement; (xix) any Contract under which the aggregate exposure Company or any Company Subsidiary has advanced or loaned money to, guaranteed an amount for the benefit of or made an investment in any other Person; and (xx) any otherwise binding commitment to enter into any agreement or aggregate valueContract of the type described in the foregoing subsections of this Section 3.11(a). (i) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries Subsidiaries, taken as a whole, each Material Contract is reasonably expected valid and binding on the Company or the applicable Company Subsidiary that is party thereto and, to be the Knowledge of the Seller, the other parties thereto, and is enforceable in excess of $1,000,000 or accordance with a notional value in excess of $1,000,000; its terms, (xiiiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries each Company Subsidiary has performed the obligations required to be performed by it under each Material Contract and are entitled to all accrued benefits, has not received any allegation of default thereunder, and has not breached any Material Contract, (determined iii) to the Knowledge of the Seller, each third-party counterparty to each Material Contract has performed all obligations required to be performed by revenue it under such Material Contract and no party is in breach of or operating expensesdefault with respect to any such Material Contract, as applicableand (iv) no event or condition exists which constitutes or, over the trailing twelve months ended September 30after notice or lapse of time or both, 2015); (xiv) each Contract between the Company will constitute, a default or any Company Subsidiary, violation on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) part of the Company or any Company Subsidiary or any of their respective “associates” other party thereto under any such Material Contract, 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 permit any Person to terminate any Material Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described result in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract being fully enforceable in effect as of the date hereof has been made available to Parent or publicly filed accordance with the SEC prior to the date hereofits terms. Neither the Company nor any Company Subsidiary is in breach has received written notice of or default under the terms intention of any Person to, and to the Knowledge of the Seller, no Person has any intention to terminate any Material Contract where such breach or default has not had and would reasonably be expected materially modify the terms thereof. Notwithstanding anything to havethe contrary in Section 3.11(a), individually solely for purposes of this Section 3.11(b), a purchase order or statement of work executed in the aggregate, ordinary course of business that would otherwise constitute a Company Material Adverse Effect. To the knowledge Contract pursuant to Section 3.11(a)(i)- (xxi) shall be deemed a “Material Contract” solely for purposes of the Company, as of the date hereof, this Section 3.11(b) (and for no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitationspurpose hereunder).

Material Contracts. (a) Except as set forth in SCHEDULE and except for this Agreement, Section 4.17 of neither the Company Disclosure Letter nor any Subsidiary is a party to or is bound by: (i) any agreement, indenture or other instrument which contains restrictions with respect to the payment of dividends or any other distribution in respect of its capital stock or the purchase, redemption or other acquisition of capital stock; (ii) any agreement, contract or commitment relating to any expenditure or a complete and correct list, as series of the date related expenditures in excess of this Agreement, of each Contract described below in this Section 4.17(a$30,000; (iii) under which any outstanding loan or advance by the Company or any Subsidiary to, or investment by the Company or any Subsidiary has in, any current Person, or future rightsany agreement, responsibilitiescontract, obligations commitment or liabilities understanding relating to the making of any such loan, advance or investment (excluding trade receivables arising in each casethe ordinary course of business); (iv) any contract, whether agreement, indenture, note or other instrument relating to (A) the borrowing of money by the Company or any Subsidiary or the granting of any Encumbrance or (B) any guarantee or other contingent liability (identifying the primary contract or otherwise) or agreement to which such guarantee or contingent liability relates or the agreement pursuant to which such guarantee was delivered) in respect of any indebtedness, commitment, liability or obligation of their respective properties or assets is subject, in each case as of the date of this Agreement any Person (other than Company Benefit Plans listed on Section 4.10(a) the endorsement of negotiable instruments for deposit or collection in the Company Disclosure Letter (all Contracts ordinary course of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):business); (iv) each Contract that limits in any material respect management service, consulting or any other similar type of contract or agreement; (vi) any agreement, contract or commitment limiting the freedom of the Company, any of its Subsidiaries Subsidiary or any Affiliate of its affiliates (including Parent and its affiliates after the First Effective Time) Company to compete or engage in any line of business or geographic region or with any Personbusiness, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any material businesses Asset or material assetsto compete with any Person or to engage in any business or activity in any geographic area; (vii) any agreement, lease, contract or commitment or series of related agreements, leases, contracts or commitments not entered into in the ordinary course of business that is not cancelable without penalty to the Company or any Subsidiary within 30 days; (viii) any agreement, contract or commitment requiring the payment for goods or services whether or not such goods or services are actually provided or the provision of goods or services at a price less than the Company's or any of its Subsidiaries' cost of producing such goods or providing such services; (ix) each supply any agreement or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on contract obligating the Company or its affiliatesany Subsidiary or that would obligate or require any subsequent owner of the business currently conducted by the Company or any Subsidiary or any of the Assets to provide for indemnification or contribution with respect to any matter, including Parent or its affiliates after other than customary indemnification obligations contained in master service contracts and sales and servicing agreements entered into in the First Effective Timeordinary course of business; (x) each any sales, distributorship or similar agreement relating to the products sold or services provided by the Company Leaseor any Subsidiary; (xi) each Contract relating to outstanding any license, royalty or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000;similar agreement; or (xii) any agreement, contract or commitment that the Company expects, or with the exercise of reasonable business judgment would expect, to have a Material adverse effect on the Company Condition. SCHEDULE sets forth with respect to each Contract involving derivative financial instruments mortgage, security agreement, letter of credit or arrangements (including swapsguaranty, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) a cross reference to the Company and the Company Subsidiaries is reasonably expected principal agreement, instrument or document referred to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary 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 SCHEDULE pursuant to which such mortgage, security agreement, letter of credit or guaranty was executed or to which such mortgage, security agreement, letter of credit or guaranty relates. Except as set forth in SCHEDULE , neither the Company nor any Subsidiary is a party to or any Company Subsidiary has an obligation to indemnify such officerbound by a Material contract, director, affiliate lease or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Companyagreement. (b) True and complete copies of each Material Contract in effect as of SCHEDULE sets forth (i) the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, aggregate outstanding principal as of the date hereof, with respect to each loan, credit or other agreement, instrument or document listed in SCHEDULE relating to the borrowing of money by the Company or any Subsidiary and (ii) the amount of available borrowings as of the date hereof, with respect to each such loan, credit or other agreement, instrument or document. (c) None of the Company, any Subsidiary or, to the best knowledge of the Company and Cole, the other contracting parties thereto have breached any provisi▇▇ ▇f or are in default (and no event or circumstance exists, to the best knowledge of the Company and Cole with respect to other party to any Material Contract is in breach parties, that with notice, or the lapse of ▇▇▇e or default both, would constitute a default) under the terms of any Material Contract where such breach agreement listed in SCHEDULE . To the best knowledge of Cole and Company, all contracts, agreements, indentures, leases and o▇▇▇▇ instruments listed in SCHEDULE are in full force and effect. There are no pending or, to the best knowledge of the Company and Cole, threatened disputes with respect to the contracts, agreements, ▇▇▇▇ntures, leases or default has had instruments described in SCHEDULE . To the best knowledge of Cole and Company, neither the Company nor any Subsidiary is obligated ▇▇ pay any liquidated damages under any of the contracts, agreements, indentures, leases or would other instruments described in SCHEDULE and the Company is not aware of any facts or circumstances that could reasonably be expected to have, individually or result in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable an obligation of the Company or the Company any Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitationspay any such liquidated damages.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.18 of the Company Bemis Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a3.18(a) under which the Company Bemis or any Company Bemis Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) 3.18(a), in each case whether entered into before, on or after the date of this Agreement, being referred to herein as the “Bemis Material ContractContracts”): (i) (A) any (i) joint venture, partnership or other similar Contract, or (ii) material collaboration, co-promotion, strategic alliance or other similar Contract, and (B) any shareholders, investors rights, registration rights or similar agreement or arrangement relating to Bemis or any Bemis Subsidiary; (ii) each Contract that limits in relating to the acquisition or disposition of any material respect the freedom business (whether by merger, sale of the Companystock, sale of assets or otherwise) pursuant to which Bemis or any of its Subsidiaries has or could reasonably be expected to have material continuing rights or obligations following the date of this Agreement, including pursuant to any “earn-out” or indemnity; (iii) each Contract under which Bemis or any Bemis Subsidiary (x) is granted any license or other right with respect to any Intellectual Property of its affiliates (including Parent and its affiliates after the First Effective Time) a third party, or has granted to compete a third party any license or engage in other right with respect to any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and servicesIntellectual Property and, in each caseof (x) and (y), in any geographic area, in a manner which such Contract or Intellectual Property is material to Bemis and the Company and its Bemis Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iiiiv) each acquisition or divestiture Contract that contains representations, covenants, indemnities limits the freedom of Bemis or other obligations any Bemis Subsidiary to compete in any line of business or geographic region (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company that requires Bemis or any Company Bemis Subsidiary licenses (to work exclusively with any Person in any line of business or out) Intellectual Property Rights geographic region, or has granted to a third party an option which by its terms would further so limit the freedom of New Holdco or other right its Subsidiaries after the Effective Time), or immunity (including a covenant not to be sued with any Person, or right to enforce otherwise restricts the research, development, manufacture, marketing, distribution or prosecute sale of any patents) with respect to any Company IPproduct by Bemis and the Bemis Subsidiaries, in each case case, in a manner that is material to the conduct business of the Company’s Bemis and the Company Bemis Subsidiaries’ business , taken as a whole whole, as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) each Contract that contains exclusivity or “most favored nation” provisions, or grants any settlement agreement right of first refusal, right of first offer, exclusive development rights or similar Contract imposing operational restrictions exclusive marketing or conduct requirements on distribution rights to any Person relating to any product or potential product in each case, that is material to the Company or any Company Subsidiary or any business of their respective affiliates (including Bemis and the Parent and its affiliates after the First Effective Time)Bemis Subsidiaries, taken as a whole, as currently conducted; (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company that requires Bemis or any Company Subsidiary is obligated of its Subsidiaries to pay(A) purchase or sell a minimum quantity of goods relating to any product or potential product, or entitled (B) purchase or sell goods relating to receiveany product or potential product exclusively, in each case from or to any Person and which involved payments to or by Bemis or any of its Subsidiaries in excess of $3,000,000 45 million in the twelve (12) month period following aggregate during the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyfiscal year ended December 31, 2017; (vii) each material Contract with any Contract that obligates of ▇▇▇▇▇’▇ top ten customers or top ten suppliers, measured by revenue and expense, respectively, for the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,00012-month period ended December 31, 2017; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected required to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined filed by revenue or operating expenses, Bemis as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in pursuant to Item 601(b)(10) of Regulation S-K of under the SEC) with respect to the Company.Securities Act; (bix) True and complete copies of each Material Contract in effect as of relating to any material swap, forward, futures, warrant, option or other derivative transaction; (x) each Contract involving the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms settlement of any Material Contract where such breach Proceeding or default has not had and threatened Proceeding (or series of related Proceedings) (A) which (x) would reasonably be expected to haveinvolve payments after the date hereof in excess of $10 million or (y) would reasonably be expected to impose or currently imposes material monitoring or reporting obligations to any other Person outside the ordinary course of business or material restrictions on Bemis or any Bemis Subsidiary (or, individually following the Merger Closing, New Holdco or in any of its Subsidiaries) or (B) which is material to Bemis and the aggregateBemis Subsidiaries, taken as a Company Material Adverse Effect. To whole, and with respect to which material conditions precedent to the knowledge of the Company, settlement have not been satisfied as of the date hereof; (xi) each collective bargaining agreement or other similar Contract with any Labor Organization, excluding any such agreements that are imposed on all employers in a particular industry or location by applicable Law; (xii) each Contract providing for employment, consulting or similar agreement for the provision of services to which Bemis or any of its Subsidiaries is a party and provides for annual compensation opportunities in excess of $250,000 which cannot be terminated for no consideration with less than 90 days of advanced written notice, or if such services are to be provided outside of the U.S., each Contract which provides for compensation upon termination or notice of termination in excess of what is required by applicable Law; (xiii) each non-qualified deferred compensation, equity, severance, retention, transaction or other party bonus plans or arrangements for ▇▇▇▇▇’▇ or any of its Subsidiaries’ current or former directors, officers or employees, in each case, pursuant to which Bemis or any Material of its Subsidiaries is or will be subject to, excluding severance entitlements imposed by applicable Law; (A) each loan Contract, note, letter of credit and other evidence of Indebtedness in excess of $10 million, (B) any mortgages, pledges and other evidences of Liens securing such obligations on any real or other property that is material to Bemis and the Bemis Subsidiaries, taken as a whole, and (C) any guarantees supporting such obligations and financing Contracts including change of control provisions, other than Contracts solely among Bemis and any wholly owned Bemis Subsidiary; and (xv) each Contract is in breach of or default under the terms of any Material Contract where such breach or default that has had or would reasonably be expected to haveinvolve, individually either pursuant to its own terms or the terms of any related Contracts, net payments or receipts in excess of $45 million in any year. (b) Bemis has made available to Amcor prior to the aggregatedate of this Agreement a true and complete copy (including all attachments, a Company schedules and exhibits thereto) of each Bemis Material Adverse EffectContract as in effect on the date of this Agreement. Except as has for breaches, violations or defaults which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Bemis Material Adverse Effect, (i) each Bemis Material Contract is in full force and effect and is a validvalid and binding Contract of Bemis or its Subsidiaries, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto as applicable, and, to the knowledge of the CompanyBemis, of each other party thereto, and is in full force and effectenforceable against Bemis or such Subsidiary, subject as applicable, and, to the Enforceability Limitationsknowledge of Bemis, each other party thereto, in accordance with its terms (except for any Bemis Material Contract that expired in accordance with their respective terms or were otherwise amended, modified or terminated after the date of this Agreement in accordance with Section 5.1) and (ii) (x) neither Bemis nor any of its Subsidiaries, nor (y) to the knowledge of Bemis any other party to a Bemis Material Contract, has (in the case of each of (x) or (y)) 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 default under the provisions of, such Bemis Material Contract, and neither Bemis nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Bemis Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a Schedule 3.17 sets forth an accurate and complete and correct list, as of the date of this Agreement, list of each Material Contract. The Company has provided the Buyer with a true, correct and complete copy of each Material Contract described below in this Section 4.17(a) under which the Company required to be disclosed herein. No Material Contract has been materially breached (with or any Company Subsidiary has any current without notice or future rightslapse of time, responsibilities, obligations or liabilities (in each case, whether contingent or otherwiseboth) or cancelled by the other party, and, to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom Knowledge of the Company, there is no anticipated material breach by any other party to any Contract (with or without notice or lapse of time, or both). The Company and each of its Subsidiaries has performed in all material respects all of the obligations required to be performed by it under the Material Contracts and is not in material default under or in material breach of any Material Contract, and, to the Knowledge of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries assuming that all notices, filings, approvals and consents set forth on Schedule 3.3 are made or affiliates obtained, no event has occurred that with the passage of time or the giving of notice or both would: (including Parent and its affiliates after the First Effective Timei) from the development, marketing or distribution of products and services, in each case, in any geographic area, result in a manner “default” or “event of default” giving rise to a right of termination or a material breach under any Material Contract by the Company or its Subsidiaries; (ii) give any Person (other than the Company or one of its Subsidiaries) the right to declare a default” or “event of default” giving rise to a right of termination under any Material Contract; (iii) give any Person (other than the Company or one of its Subsidiaries) the right to accelerate the maturity or performance of any material obligation under any Material Contract; or (iv) give any Person (other than the Company or one of its Subsidiaries) the right to cancel, terminate or materially and adversely to the Company and its SubsidiariesSubsidiaries modify any Material Contract. Since the Balance Sheet Date, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among neither the Company and nor any of its wholly-owned Subsidiaries) or similar Subsidiaries has waived any of its material rights under any Material Contract; (iii) each acquisition or divestiture Contract that contains representations, covenantsnor, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making Knowledge of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company, does the Company or any Company Subsidiary licenses (in of its Subsidiaries have any present expectation or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant intention of not to be sued or right to enforce or prosecute fully performing any patents) with respect obligation pursuant to any Company IPMaterial Contract. Each Material Contract is legal, valid, binding, enforceable and in each case that is material to the conduct of the Company’s full force and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by effect against the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company applicable Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge Knowledge of the Company, of each the other party parties thereto, except in each case, as enforceability may be limited by the Bankruptcy and is Equity Exceptions and, assuming the filings, notices, approvals and consent set forth on Schedule 3.3 are made or obtained, shall continue as such immediately following the consummation of the Transactions. No Material Contract obligates the Company or any of its Subsidiaries to process, manufacture or deliver products or perform services that are reasonably expected to result in full force and effect, subject a loss to the Enforceability LimitationsCompany or any of its Subsidiaries upon completion of performance. Schedule 3.17 contains an accurate and complete description of all material terms of all oral Material Contracts. (b) No Person is currently renegotiating any amount paid or payable to or by the Company or any of its Subsidiaries under any Material Contract or any other material term or provision of any Material Contract.

Material Contracts. (a) Except for this Agreementany Oil and Gas Property, Oil and Gas Lease, top lease, lease ratification, lease extension, unitization agreement or other similar instruments burdening or constituting the chain of title to any Oil and Gas Property, Section 4.17 4.19(a) of the Company Disclosure Letter contains sets forth a true and complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under the following contracts or other written or oral agreement, understanding or commitment of any nature, to or by which the Company or any Company Subsidiary has any current of its Subsidiaries is a party or future rights, responsibilities, obligations or liabilities is bound (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case are bound) as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):Agreement: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act); (ii) each contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of the SECassets, services, rights or properties (excluding Oil and Gas Properties) with respect to which the Company reasonably expects that the Company and its Subsidiaries will make annual payments in excess of $7,500,000 or aggregate payments in excess of $15,000,000; (iii) each contract that constitutes a commitment relating to Indebtedness for borrowed money or the deferred purchase price of property by the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $15,000,000, or other contract restricting declaration and payment of dividends or distributions with respect to capital stock, payment of Indebtedness or other material obligations or liabilities, or make loans or advances or transfer any material properties or assets, other than agreements solely between or among the Company and its Subsidiaries; (iv) each contract for lease of personal property or Real Property (excluding Oil and Gas Leases) involving annual payments in excess of $20,000,000 that is not terminable without penalty or other liability to the Company or any of its Subsidiaries (other than any ongoing obligation pursuant to such contract that is not caused by any such termination) within ninety (90) days, other than contracts related to drilling rigs; (v) each contract containing any area of mutual interest (but excluding areas of mutual interest under joint operating agreements that do not cover or include any lands outside the “contract area” thereunder), joint bidding area, joint acquisition area, or non-compete or similar type of provision that, following the Effective Time, by virtue of Parent becoming an Affiliate of the Company as a result of the Transactions, would by its terms materially restrict the ability of Parent or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area, or require the disposition of any material assets or line of business of the Company, in each case, during any period of time after the Effective Time; (vi) each contract involving the pending acquisition or sale of (or option to purchase or sell), or swap or exchange of, any Oil and Gas Properties with a consideration in excess of $15,000,000, other than (A) the granting or entering into in the ordinary course of business of any lease, lease ratification, lease extension, unitization agreement or other similar instruments burdening or constituting the chain of title to any Oil and Gas Property, (B) contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business or (C) contracts related to an acquisition or sale that was completed prior to December 31, 2023 and do not contain any material surviving obligations of any party thereto; (vii) each contract for any Derivative Transaction; (viii) each partnership, joint venture or limited liability company agreement, other than any customary joint operating agreements or unit agreements affecting the Oil and Gas Properties of the Company or any of its Subsidiaries; (ix) any contract the primary purpose thereof is or was to indemnify another Person; (x) any contract that provides for a call, put or other option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, for a term of greater than thirty-six (36) months; (xi) each joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar contract requiring the Company or any of its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $15,000,000 in the aggregate during the 12-month period following the date of this Agreement, other than customary joint operating agreements and continuous development obligations under Oil and Gas Leases; (xii) any contract that provides for a “take-or-pay” clause or any similar prepayment obligation, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes of any Hydrocarbons, water or any other product of Parent or and of its Subsidiaries (excluding “gas balancing” arrangements associated with customary joint operating agreements) that would reasonably be expected to involve payments (including penalty or deficiency payments) in excess of $15,000,000 in the aggregate during the 12-month period following the date of this Agreement; (xiii) any contract (A) that provides for midstream services to, or the sale by the Company or any of its Subsidiaries of Hydrocarbons that is (1) in excess of 2,000 gross barrels of oil equivalent per day (calculated on a per day yearly average basis) or (2) for a term greater than ten (10) years or (B) has a remaining term of greater than ninety (90) days and does not allow the Company or such Subsidiary to terminate it without penalty to the Company or such Subsidiary within ninety (90) days; (xiv) each contract that obligates the Company or any of its Subsidiaries to make non-contingent aggregate annual expenditures that can reasonably be expected to result in excess of $15,000,000 or creates future payment obligations of the Company or any of its Subsidiaries that can reasonably be expected to result in excess of $15,000,000; (xv) each agreement (A) under which the Company or any of its Subsidiaries has advanced or loaned, or proposes to advance or loan, any amount of money to any of its officers, directors, employees or consultants, any other Related Party or to any other Person in excess of $120,000 or (B) that is with a Related Party of the Company or any of its Subsidiaries with respect to which the Company or any of its Subsidiaries has, proposes to or reasonably expects that the Company and its Subsidiaries will make aggregate payments in excess of $120,000 or grants any material right to such Related Party, in each case, including any bond, letter of credit, guarantee, deposit, cash account, escrow, policy of insurance or other credit support instrument or security posted or delivered by any such Person; (xvi) each agreement that contains any “most favored nation” or most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal, in each case other than those contained in (A) any agreement in which such provision is solely for the benefit of the Company or any of its Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries or any of their respective Affiliates is subject, and is material to the business of the Company and its Subsidiaries, taken as a whole; (xvii) any acquisition or divestiture contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Report) that would reasonably be expected to result in aggregate payments in excess of $10,000,000; and (xviii) any contract not entered into in the ordinary course of business that is a water rights agreement or disposal agreement or relates to the sourcing, transportation or disposal of water (including brine water and flowback water) produced from, or used in connection with the Oil and Gas Properties of the Company and its Subsidiaries, in each case, that (A) is not terminable without penalty upon thirty (30) days’ notice or less, (B) provides for an acreage dedication in excess of 1,000 gross surface acres or (C) that would reasonable be expected to result in payment by the Company or any of its Subsidiaries of an amount in excess of $5,000,000 over the remaining term of such agreement. (b) True and complete copies of each Material Contract Collectively, the contracts set forth in effect Section 4.19(a) are herein referred to as of the date hereof “Company Contracts”. The Company has been made available to Parent correct and complete copies (including all material amendments, modifications, extensions or publicly filed renewals with the SEC prior to the date hereof. Neither respect thereto) of each of the Company nor Contracts to which the Company or any Company Subsidiary of its Subsidiaries is in breach a party or bound (or to which any of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, their respective assets are bound) as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has have not had and or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Company Contract is a legal, valid, binding and enforceable obligation of in accordance with its terms on the Company or the Company Subsidiary which and each of its Subsidiaries that is a party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject subject, as to enforceability, to Creditors’ Rights. Except as have not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the Enforceability Limitationsknowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. There are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Contract to terminate for default, convenience or otherwise any Company Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17 Schedules 3.17(a)(i) through (xxi) of the Company Disclosure Letter contains Schedule set forth a complete and correct list, as list of each of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or following Contracts to which any of their respective properties Acquired Company is a party that are in effect on the Agreement Date (collectively, whether or assets is subjectnot accurately listed in the Disclosure Schedule, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material ContractContracts”): (i) each any Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries with a (A) Significant Customer or any of its affiliates (including Parent and its affiliates after the First Effective TimeB) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeSignificant Supplier; (ii) any partnershipContract with a customer or an end user that has substantially deviated from the Acquired Company’s standard terms of service, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contractcopies of which has been Made Available to Parent; (iii) each acquisition any Contract providing for payments by or divestiture Contract that contains representations, covenants, indemnities to an Acquired Company (or other obligations (including “earnout” under which the Company has made or other contingent payment obligationsreceived such payments) that would reasonably be expected to result in the receipt or making of future payments in excess more than an aggregate of $1,000,000100,000 in a 12 month period or $500,000 over the life of the Contract; (iv) any dealer, distributor, referral or similar agreement, or any Contract providing for the grant of rights to reproduce, license, distribute, market, refer or sell the Company Products to any other Person or relating to the advertising or promotion of the Business or pursuant to which any third parties advertise on any websites operated by the Company; (v) offer letters or Contracts with a service provider that deviates in a material way from the forms Made Available; (vi) collective bargaining agreement, enterprise agreement, industrial instrument, or other Contracts with any group of employees, labor union or other employee representative body; (vii) Contracts containing any restriction on any Acquired Company’s solicitation, hiring or engagement of any Person; (viii) Contracts providing for the granting of any severance, retention or termination pay, or the acceleration of vesting or other benefits, to any Person; (ix) Contracts (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Company Products, Company-Owned Intellectual Property or Company-Owned Data or which would otherwise restrict the Company from freely setting prices for the Company Products, (B) pursuant to which any of the Acquired Companies has agreed to purchase a minimum quantity of goods or services; (C) containing any non-competition covenants or other restrictions relating to the Company Products, Company-Owned Intellectual Property or Company-Owned Data, (D) that limit or would limit the freedom of the Company or any of its successors or assigns or their respective Affiliates to (I) engage or participate, or compete with any other Person, in any line of business, market or geographic area with respect to the Company Products or the Company Intellectual Property, or to make use of any Company Intellectual Property, including any grants by the Company of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services, (E) containing any “take or pay,” minimum commitments or similar provisions or (F) that is set forth on Schedule 3.13(k) of the Disclosure Schedule; (x) Contracts pursuant to which any Acquired Company has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any Contract pursuant to which it has any equity interest or other material ownership interest in any other Person; (xi) standstills or similar agreements containing provisions prohibiting a third party from purchasing equity interests of any Acquired Company or the assets of any Acquired Company or otherwise seeking to influence or exercise control over any Acquired Company; (xii) Contracts for any limited liability company, joint venture, partnership, joint product development, strategic alliance, co-marketing arrangement or similar arrangement with any other Person or the making of any other investment in any other Person; (xiii) any Company Intellectual Property Agreement, provided that for purposes of Schedule 3.17(a)(xiii) of the Disclosure Schedule, the Company shall not be required to disclose: (A) Contracts with customers and end users on the Acquired Companies’ standard terms of service, copies of which have been Made Available to Parent; (B) Contracts for Third-Party Intellectual Property licensed to the Company that is (I) generally, commercially available software and/or services; (II) not material to the Business; (III) does not comprise software and/or services that have been modified or customized for any of the Acquired Companies; and (IV) is licensed for an annual fee under $50,000; (C) non-disclosure and confidentiality agreements entered into in the ordinary course of business and consistent with past practice; (D) agreements with employees, independent contractors, consultants on the Company’s standard form of invention assignment and proprietary information agreement or consultant agreement (copies of which have been Made Available to Parent); and (E) licenses to Open Source Materials; (xiv) any license or other Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect agreed to any Company IP, in each case that is material to restriction on the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses right of the Company IP granted by the Company to use or its Company Subsidiaries in the ordinary course of business; (v) enforce any settlement agreement Company-Owned Intellectual Property or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company agrees to encumber, transfer or sell rights in or with respect to any Company-Owned Intellectual Property; (xv) any Contract providing for the development of any software, technology or Intellectual Property, independently or jointly, either by or for the Company Subsidiary is obligated (other than employee invention assignment agreements with employees of the Company on the Company’s standard form of agreement, copies of which have been Made Available to payParent); (xvi) any confidentiality, secrecy or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated non-disclosure Contract other than any such Contract entered into by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside in the ordinary course of business and in excess of $1,000,000consistent with past practice; (viiixvii) each any Contract that grants to license or authorize any right of first refusal third party to manufacture or right of first offer or that limits the ability reproduce any of the Company, any Company Subsidiary Products or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assetsCompany Intellectual Property; (ixxviii) each supply or payment processing Contract that contains Contracts governing any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective TimeDebt; (xxix) each Company LeaseContracts granting a Lien (other than Permitted Liens) upon any property or asset (including Intellectual Property) of any Acquired Company; (xixx) each Contract relating to outstanding Contracts involving any resolution or potential Indebtedness (or commitments in respect thereof) settlement of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor unionAction; and (xvixxi) Contracts with any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the CompanyGovernmental Body. (b) True and complete copies of each All Material Contract Contracts are in effect as written form. Each Acquired Company has performed all of the date hereof has been made available obligations required to Parent or publicly filed with the SEC prior be performed by it and is entitled to the date hereof. Neither the Company nor any Company Subsidiary all benefits under, and is not alleged to be in breach of or default under the terms of in respect of, any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContract. To the knowledge Each of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and Contracts is in full force and effect, subject only to the Enforceability Limitationseffect, if any, of applicable bankruptcy and other similar Applicable Law affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to any Acquired Company or to the knowledge of the Company, with respect to any other contracting party, that, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (i) become a default or event of default under any 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 delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of any Acquired Company under any Material Contract or (D) the right to cancel, terminate or modify any Material Contract. No Material Contract contains any force majeure or other similar provision that would give the other party the right to terminate or would excuse such party’s performance under such Contract (whether or not the Company was then in breach of its obligations under the Contract). No Acquired Company has received any written notice or other direct communication regarding any actual or possible violation or breach of, default under, or intention to cancel, modify, decline to renew or reduce performance under any Material Contract (including under a force majeure or similar provision, including as a result of the COVID-19 pandemic). No Acquired Company has any Liability for renegotiation of any Contracts with any Governmental Body. True, correct and complete copies of all Material Contracts have been Made Available.

Material Contracts. SCHEDULE 4.22 sets forth a list of each Material Contract of each Subsidiary, including all material contracts with customers for the provision of products or services by each Subsidiary, other than any Material Contract relating to any excluded assets or liabilities (a) Except for this Agreement, Section 4.17 the "PURCHASED MATERIAL CONTRACTS"). The copy of each Material Contract furnished to Buyer is a true and complete copy of the Company Disclosure Letter contains a complete document it purports to represent and correct list, as of reflects all amendments thereto made through the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company . Neither Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which violated any of their respective properties the terms or assets is subject, in each case as conditions of any Purchased Material Contract which would permit termination or material modification of any Purchased Material Contract. All of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not covenants to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in performed by each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the CompanyCompany Parties, of each any other party thereto, have been fully performed in all material respects, and neither Subsidiary has received notice for breach or indemnification or notice of default or termination under any Purchased Material Contract by or against FHPS or IPS or to the knowledge of the Company Parties, any other party thereto. To the knowledge of the Company Parties, no event has occurred which constitutes, or after notice or the passage of time, or both, would constitute, a default by either Subsidiary under any Purchased Material Contract, and to the knowledge of the Company Parties no such event has occurred which constitutes or would constitute a material default by any other party. Neither Subsidiary is in full force and effect, subject to any liability or payment resulting from re-negotiation of amounts paid under any Purchased Material Contract. As used in this Section 4.22, Purchased Material Contracts shall mean formal or informal, written or oral (a) loan agreements, indentures, mortgages, pledges, hypothecations, deeds of trust, conditional sale or title retention agreements, security agreements, equipment financing obligations or guaranties, or other sources of contingent liability in respect of any indebtedness or obligations to any other Person, or letters of intent or commitment letters with respect to same, which exceed $10,000 individually or $50,000 in the Enforceability Limitationsaggregate; (b) contracts obligating FHPS or IPS to provide products or services for a period of one year or more; (c) leases of real property extending for a period of one year or more; (d) leases of personal property which individually provide for total payments in excess of $10,000, or in the aggregate $25,000 and which are not cancelable without penalty on notice of sixty (60) days or less; (e) agreements providing for an independent contractor's services, or letters of intent with respect to same, where the payment due thereunder exceeds $10,000; (f) employment agreements, management service agreements, consulting agreements, having a value in the form of revenue or expense in excess of $10,000; (g) any contract relating to pending capital expenditures by FHPS in excess of $10,000; (h) contracts obligating FHPS to purchase supplies, equipment, media and related services of any kind, in an amount exceeding $10,000 and not cancelable without penalty on notice of thirty (30) days or less; (i) any non-competition agreements restricting FHPS in any manner; and (j) confidentiality agreements, non-competition agreements, employee handbooks, policy statements and any other agreements relating to any employee of FHPS, which is not terminable as of the Closing.

Material Contracts. (ai) Except for this Agreement, Section 4.17 Set forth on Schedule 4.2(p)(i) of the Company Capstone Disclosure Letter contains Memorandum is a true, correct, and complete and correct list, as list of the date of this Agreementfollowing Contracts to which Bancshares or Capstone, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has of their Subsidiaries, is a party, by which Bancshares or Capstone, or any current or future rightsof their Subsidiaries, responsibilitiesis bound, obligations or liabilities (in each case, whether contingent or otherwise) or to which Bancshares or Capstone, or any of their respective Subsidiaries, or any of the properties or assets is subjectof Bancshares or Capstone, or any of their Subsidiaries, are subject (whether or not actually set forth on such schedule, collectively, the “Capstone Material Contracts”): (A) Any Contract (other than Contracts for Capstone Loans made in each case as the ordinary course of business) that involves, or could reasonably be expected to involve, annual receipts or disbursements of $50,000 or more; (B) Any Contract that requires Bancshares or Capstone, or any of their Subsidiaries, to purchase all of its requirements for a given product, good, or service from a given Person; (C) Any Contract that provides for the indemnification by Bancshares or Capstone, or any of their Subsidiaries, of any Person, or the express assumption by Bancshares or Capstone, or any of their Subsidiaries, of any Tax, environmental, or other Liability of any Person; (D) Any Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by Bancshares or Capstone, or any of their Subsidiaries, after the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts properties, assets, or securities with a fair market value of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):$50,000 or more; (iE) each Any employment agreement, consulting agreement, severance agreement, change of control agreement, change in control agreement, bonus agreement, salary continuation agreement, deferred compensation agreement, stock option agreement, restricted stock agreement, non-competition agreement, non-solicitation agreement, confidentiality or non-disclosure agreement, or other Contract that limits in with any material respect the freedom current or former director, officer, employee, or independent contractor of the Company, any of its Subsidiaries or to Bancshares or Capstone or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its their Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company confidentiality and its whollynon-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result disclosure agreements included in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted vendor agreements entered into by the Company or its Company Subsidiaries Capstone Parties in the ordinary course of business; (vF) Any Contract not disclosed under Section 4.2(p)(i)(E) with or for the benefit of any settlement agreement shareholder, director, officer, employee, or similar Contract imposing operational restrictions Affiliate of Bancshares or conduct requirements on the Company or any Company Subsidiary Capstone or any of their respective affiliates Subsidiaries, or any Affiliate of or member of the immediate family of any such Person; (including G) Any Contract under which any payment (whether change of control, severance, or otherwise) will become due to any current or former director, officer, employee, independent contractor, or other service provider as of result of or upon the Parent and its affiliates after execution or delivery of this Agreement or the First Effective Timeconsummation of the any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events); (viH) each Any Contract not otherwise described that provides for compensation or benefits that will be increased, or under which compensation or benefits will be accelerated, as of result of or upon the execution or delivery of this Agreement or the consummation of the any of the transactions contemplated by this Agreement (either alone or upon the occurrence of any additional acts or events), or that provides for compensation or benefits the value of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (I) Any Contract that provides for any payments by Bancshares or Capstone, or any of their Subsidiaries, upon a change of control or change in control; (J) Any Contract that limits or purports to limit the right of Bancshares or Capstone, or any of their Subsidiaries, to engage in any line of business, compete with any Person, or operate in any geographic location; (K) Any partnership, joint venture, limited liability company, or similar Contract; (L) Any Contact with respect to the ownership, occupancy, management, lease, or operation of real property; (M) Any data processing or information technology Contract (1) under which any vendor or other subsection third party is granted access to any Bancshares or Capstone information technology or computer system or information or data of this Section 4.17(aBancshares or Capstone or pertaining to customers of Bancshares or Capstone or (2) pursuant involving payments of $50,000 or more per annum; (N) Any Contract that grants to which the Company any Person any right of first refusal, right of first offer, or similar right with respect to any assets, rights, properties, or securities of Bancshares or Capstone or any Company Subsidiary is obligated of their Subsidiaries; (O) Any Contract that relates to payindebtedness of or borrowings of money by Bancshares or Capstone, or entitled to receiveany of their Subsidiaries, payments in excess of $3,000,000 50,000 (other than Federal Home Loan Bank borrowings and repurchase agreements with customers entered into in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business business); (P) Any Contract relating to the acquisition, transfer, sale, or issuance of, or affecting or dealing with, any securities of Bancshares or Capstone or any of their Subsidiaries, including without limitation any voting, shareholders, or underwriting agreement; and (Q) Any Contract not terminable on 30 days or less notice without any payment or penalty and involving disbursements or payments by Bancshares or Capstone or any of their Subsidiaries in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company50,000 per annum. (bii) True A true, correct, and complete copies copy (or, in the case of any oral Contract, a complete and accurate written description) of each Capstone Material Contract in effect Contract, as of amended through the date hereof of this Agreement, has been previously provided or made available to Parent or publicly filed with the SEC prior to the date hereofSmartFinancial Parties. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge Each of the Company, as of the date hereof, no other party to any Capstone Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and Contracts is in full force and effecteffect and is a valid and binding obligation of Bancshares or Capstone or their Subsidiaries, subject as applicable, and each of the other parties thereto, enforceable against Bancshares or Capstone or their Subsidiaries, as applicable, and each of the other parties thereto in accordance with its terms. Bancshares and Capstone and their Subsidiaries have performed all duties and obligations required to be performed by them under each Capstone Material Contract. Neither Bancshares or Capstone or any of their Subsidiaries nor any other party thereto is in breach or violation of or default under any Capstone Material Contact, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a breach, violation, or default. No event has occurred and no circumstance or condition exists that, with or without notice or lapse of time or both, gives any Person, or will or could give any Person, (A) the right to declare a breach or default or exercise any remedy under any Capstone Material Contract, (B) the right to accelerate the maturity of or performance under any Capstone Material Contract, or (C) the right to cancel, terminate, or modify any Capstone Material Contract. (iii) Except as set forth on Schedule 4.2(p)(iii) of the Capstone Disclosure Memorandum, (A) no consents, approvals, waivers, or notices are required to be obtained, given, or delivered pursuant to the Enforceability Limitationsterms of any Capstone Material Contract as a result of the Capstone Parties’ execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby and (B) assuming the consents, approvals, waivers, and notices referred to in clause (A) are obtained, given, and delivered, neither the Capstone Parties’ execution, delivery, or performance of this Agreement nor the consummation of the transactions contemplated hereby will result in any Person having the right to declare a breach or default or exercise any remedy under any Capstone Material Contract; accelerate the maturity of or performance under any Capstone Material Contract; or cancel, terminate, or modify any Capstone Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company The BioStar Disclosure Letter contains Schedule identifies each BioStar Contract that constitutes a complete and correct list, as of the date "BIOSTAR MATERIAL CONTRACT." For purposes of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred following shall be deemed to herein as the “constitute a BioStar Material Contract”):: (i) each any Contract that limits in any material respect relating to the freedom employment of, or the performance of the Companyservices by, any of its Subsidiaries officer or consultant, and any Contract pursuant to which BioStar is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of its affiliates (including Parent salary and its affiliates after the First Effective Time) to compete or engage in any line grant of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholestandard benefits); (ii) any partnershipContract relating to the acquisition, joint venturetransfer, limited liability company agreement development, sharing or license of any BioStar Proprietary Asset deemed by BioStar to have material value to BioStar (other than except for any such agreement solely between or among Contract pursuant to which any Proprietary Asset is licensed to BioStar under any third party software license generally available to the Company and its wholly-owned Subsidiaries) or similar Contractpublic); (iii) each acquisition any Contract which provides for indemnification of any officer, director, employee or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000agent; (iv) any Contract pursuant imposing any restriction on the right or ability of BioStar (A) to which the Company compete with any other Person, (B) to acquire any product or other asset or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted services from any other Person, to a third party an option sell any product or other right asset to or immunity perform any services for any other Person or to transact business or deal in any other manner with any other Person, or (including a covenant not C) to be sued develop or right to enforce or prosecute distribute any patents) with respect to any Company IPtechnology, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as where breach thereof by BioStar would have a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of businessMaterial Adverse Effect on BioStar; (v) any settlement agreement Contract (A) relating to the acquisition, issuance, voting, registration, sale or similar Contract imposing operational restrictions or conduct requirements on the Company transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any Company Subsidiary similar right with respect to any securities, or (C) providing BioStar with any right of their respective affiliates (including the Parent and its affiliates after the First Effective Time)first refusal with respect to, or right to repurchase or redeem, any securities; (vi) each any Contract not otherwise described in requiring that BioStar give any other subsection of this Section 4.17(a) pursuant notice, obtain any consent or provide any information to which the Company or any Company Subsidiary is obligated Person prior to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyaccepting any Acquisition Proposal; (vii) any Contract (not otherwise identified in this Section) that obligates (A) has a term of more than 60 days or that may not be terminated by BioStar (without penalty) within 60 days after the Company delivery of a termination notice by BioStar and (B) that contemplates or any Company Subsidiary to make any capital investment involves (I) the payment or capital expenditure outside delivery of cash or other consideration on or after the ordinary course of business and date hereof in an amount or having a value in excess of $1,000,000100,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $100,000 in aggregate payments under such Contract; (viii) each any Contract that grants (A) to which any right of first refusal Governmental Body is a party or right of first offer under which any Governmental Body has any rights or that limits the ability of the Companyobligations, or involving or directly or indirectly benefiting any Company Subsidiary or any of its affiliates Governmental Body (including Parent any subcontract or other Contract between BioStar and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of its affiliates cash or other consideration on or after the First Effective Timedate hereof in an amount or having a value in excess of $100,000 in aggregate payments under such Contract, or (II) to own, operate, sell, transfer, pledge the performance of services on or otherwise dispose after the date hereof having a value in excess of any material businesses or material assets$100,000 in aggregate payments under such Contract; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time;open purchase order placed by BioStar requiring future aggregate payments in excess of $100,000; and (x) each Company Lease; any Contract (xi) each not otherwise identified in this Section), if a breach of such Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is could reasonably be expected to be in excess of $1,000,000 or with have a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, Material Adverse Effect on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the CompanyBioStar. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Each BioStar Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the Enforceability Limitationsrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. Except as set forth in the BioStar Disclosure Schedule, the aggregate amount payable by BioStar under Contracts that would be BioStar Material Contracts but for the limitations of Sections 2.9(a)(vii)(B) or 2.9(a)(viii)(B) do not exceed $500,000. The aggregate amount payable by BioStar under purchase orders not listed on the BioStar Disclosure Schedule does not exceed $500,000. (c) Except as set forth in the BioStar Disclosure Schedule: (i) BioStar has not materially violated or breached, or committed any material default under, any BioStar Material Contract, and, to the best of the knowledge of BioStar, no other Person has materially violated or breached, or committed any material default under, any BioStar Material Contract; (ii) to the best of the knowledge of BioStar, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (A) result in a material violation or breach of any of the provisions of any BioStar Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any BioStar Material Contract, (C) give any Person the right to a rebate, charge- back, penalty or change in delivery schedule under any BioStar Material Contract, (D) give any Person the right to accelerate the maturity or performance of any BioStar Material Contract, or (E) give any Person the right to cancel, terminate or materially modify any BioStar Material Contract; (iii) since September 30, 1997, BioStar has not received any written notice or other written communication regarding any actual or possible violation or breach of, default under, or intention to terminate, any BioStar Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted BioStar or otherwise, to the knowledge of BioStar, taken any action with respect to such party's complaint for a period of more than six months following receipt of the communication; and (iv) BioStar has not waived any of its material rights under any BioStar Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on BioStar. (d) To the best of the knowledge of BioStar, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to BioStar under any BioStar Material Contract, or any other material term or provision of any BioStar Material Contract, including termination provisions. (e) The BioStar Contracts collectively constitute all of the Contracts necessary to enable BioStar to conduct its business in the manner in which its business is currently being conducted and in the manner in which its business is required to be conducted pursuant to Contracts to which BioStar is a party and which are in effect on the date hereof. (f) The BioStar Disclosure Schedule sets forth a list of all claims made under any BioStar Material Contract which are disputed in any material respect or, to BioStar's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date For purposes of this Agreement, each of each the following Acquired Company Contracts, and only the following Acquired Company Contracts, shall be deemed to constitute a "MATERIAL CONTRACT": (i) any Acquired Company Contract that is required by the rules and regulations of the SEC to be described below in this Section 4.17(athe Company SEC Documents or to be filed as an exhibit thereto; (ii) any Acquired Company Contract relating to the employment of any employee, and any Acquired Company Contract pursuant to which any of the Acquired Companies is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect of salary) in excess of $25,000, to any current or former employee, officer or director or any Acquired Company Contract which provides for the acceleration of vesting of any options or acceleration of other rights to acquire shares of Company Common Stock; (iii) any Acquired Company Contract relating to the acquisition, transfer, development, sharing or license of any Acquired Company Proprietary Asset; (iv) any Acquired Company Contract which provides for indemnification of any officer, director, employee or agent of any of the Acquired Companies or any other Person; (v) any Acquired Company Contract imposing any restriction on the right or ability of any Acquired Company to (A) compete with any other Person, (B) solicit the employment of, or employ, any Person, (C) acquire any material product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any other Person, (D) develop or distribute any material technology, (E) make, have made, use or sell any current products or products under which development, or (F) acquire any capital stock or other security of any Person; (vi) any Acquired Company Contract that contemplates or involves payment or delivery of cash or other consideration or the performance of services in an amount or having a value in excess of $50,000 in the aggregate; (vii) any other Acquired Company Contract, if a breach by the Company or any other party thereto of such Contract would reasonably be expected to have a Company Subsidiary has Material Adverse Effect; (viii) any current Acquired Company Contract requiring that any of the Acquired Companies give any notice or future rightsprovide any information to any Person prior to considering or accepting any Acquisition Proposal or similar proposal, responsibilitiesor prior to entering into any discussions, obligations agreement, arrangement or liabilities understanding relating to any Acquisition Transaction or similar transaction; (in each case, whether contingent or otherwiseix) or to any Acquired Company Contract under which any Acquired Company uses or occupies or has the right to use or occupy any real property (collectively, the "REAL PROPERTY LEASES", and the land, buildings and other improvements covered by the Real Property Leases being herein called the "LEASED REAL PROPERTY"), it being agreed that any Acquired Company Contract (collectively, the "ASSIGNED Leases") that would otherwise have constituted a Real Property Lease but for the assignment of their respective properties or assets is subject, in each case as of such Acquired Company Contract to a third party prior to the date of this Agreement other than Company Benefit Plans listed on and is identified as an Assigned Lease in Section 4.10(a2.8(a)(ix) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material shall not constitute an Acquired Company Contract”):; (ix) each any Acquired Company Contract that limits relating to any Indebtedness, guarantying the performance of any Person or guarantying any Indebtedness; (xi) any Acquired Company Contract containing any covenant limiting in any material respect the freedom right of the Company, any of its Subsidiaries or any of its affiliates Acquired Company (including Parent and its affiliates after the First Effective TimeA) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, to engage in each case, business in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company to develop, market or its Company Subsidiaries in the ordinary course of business; (v) distribute any settlement agreement products or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to payservices, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective TimeC) to own, operate, sell, transfer, pledge compete with any Person or otherwise dispose of granting any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000exclusive distribution rights; (xii) each any Acquired Company Contract involving derivative financial instruments that contains any so-called "most favored nation" provision or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to similar provisions requiring the Company and the Company or any of its Subsidiaries is reasonably expected to be in excess of $1,000,000 offer to a Person, any terms or with a notional value in excess of $1,000,000;conditions that are at least as favorable as those offered to one or more other Persons; and (xiii) each operating expense any Acquired Company Contract that restricts the ability of any Acquired Company to assert any material claims or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or initiate any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in material Legal Proceedings against any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the CompanyPerson. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreementthe Contracts, Section 4.17 leases, Employee Plans, insurance policies, and Employment Contracts provided in the Data Room (collectively, the “Material Contracts”), no Coinsquare Corporation is a party to or bound by: (i) any continuing Contract involving the performance of services, delivery of goods or materials, or payments to or by one or more Coinsquare Corporations where the Company Disclosure Letter contains a complete and correct listpurchase or sale price or agreed value or fair market value of such goods or materials, or services commitment exceeds [commercially sensitive information redacted] annually or [commercially sensitive information redacted] over the remaining term of such Contract; (ii) any Contract material to the Business that expires or may be renewed at the option of any Person other than the applicable Coinsquare Corporation so as of to expire more than one year after the date of this Agreement; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of each Contract described below in this Section 4.17(a) under which the Company money, any currency exchange, interest rate, commodities or other hedging arrangement or any Company Subsidiary has leasing transaction of the type required to be capitalized in accordance with IFRS, in excess of [commercially sensitive information redacted]; (iv) any current agreement of guarantee, support, indemnification, assumption or future rightsendorsement of, responsibilitiesor any similar commitment with respect to, obligations or the obligations, liabilities (in each casewhether accrued, whether absolute, contingent or otherwise) or to which Indebtedness of any of their respective properties or assets is subjectother Person, in each case as excess of [commercially sensitive information redacted]; (v) any Contract in respect of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of Intellectual Property or Software owned by, licensed to or used by any Coinsquare Corporation that generated revenue or required expenditures exceeding [commercially sensitive information redacted] during the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):fiscal year ended December 31, 2020; (ivi) each any Contracts for capital expenditures in excess of [commercially sensitive information redacted] in the aggregate; (vii) any confidentiality, secrecy, non-disclosure or exclusivity Contract that limits or any Contract limiting in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) Coinsquare Corporation to compete or engage in any line of business or geographic region or business, set the material terms of its Contracts, compete with any other Person, sell, supply or distribute solicit any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in Persons for any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholepurpose; (iiviii) any partnershipmaterial lease by a Coinsquare Corporation of machinery, joint ventureequipment, limited liability company agreement motor vehicles, office furniture, fixtures or other personal property; (other than ix) any such agreement solely between material distributor, sales, advertising, agency or among the Company and its wholly-owned Subsidiaries) or similar manufacturer’s representative Contract; (iiix) each acquisition or divestiture any Contract that contains representations, covenants, indemnities or other obligations (made out of the Ordinary Course including “earnout” or other contingent payment obligations) that would reasonably be expected to result in any Contract for the receipt or making purchase of future payments in excess of $1,000,000real property; (ivxi) any Contract pursuant to which with any Person with whom any Coinsquare Corporation does not deal at arm’s length within the Company or meaning of the Tax Act; or (xii) any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case Contract that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the CompanyBusiness. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of entry into this Agreement, of each Contract Contract, including all amendments, supplements, and side letters thereto that modify each such Contract, described below in this Section 4.17(a3.17(a) under to which the Company or any Company Subsidiary has any current is a party or future rights, responsibilities, obligations by which they are bound or liabilities (in each case, whether contingent by which they or otherwise) or to which any of their respective properties or assets is subjectare subject or bound, in each case as of the date of entry into this Agreement Agreement, other than any Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter Leases (all Contracts of the type described in this Section 4.17(a) 3.17(a), whether or not set forth on Section 3.17 of the Company Disclosure Letter, being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries Company Subsidiary or any of its their respective affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in each case, both (A) in any geographic area and (B) in a manner that is material to the Company and its the Company Subsidiaries, taken as a whole; (ii) any partnership, material joint venture, limited liability company agreement strategic alliance (other than any such agreement solely between or among the Company and its wholly-wholly owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that (A) requires future acquisition or divestiture by the Company with a value in excess of $5,000,000, or (B) contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,0005,000,000; (iv) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase Company Products) after the entry into this Agreement with consideration of more than $5,000,000; (v) each Contract pursuant to which the Company or any Company Subsidiary licenses (in or outA) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a grants any license, covenant not to be sued assert or similar right to enforce any third party under or prosecute any patents) with respect to any Company IP, in each case Intellectual Property that is material to the conduct business of the Company’s Company and the Company Subsidiaries’ business , taken as a whole as currently conductedwhole, except (A) Contracts for off-the-shelfOrdinary Course Licenses, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses is granted a license, covenant not to assert, or similar right under or to any third party’s Intellectual Property that is material to the business of the Company IP granted by and the Company Subsidiaries, taken as a whole, other than non- exclusive licenses granted on substantially standard terms with respect to commercially available Software or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)information technology services; (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in 5,000,000 during the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyCompany’s Fiscal Year most recently ended prior to entry into this Agreement; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,0005,000,000 per annum; (viii) each Contract that is a Material Customer Agreement or a Material Supplier Agreement; (ix) each Contract that grants any right of first refusal or right of first offer or that limits is material to the ability Company and the Company Subsidiaries, taken as a whole, with respect to any material assets of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assetsCompany Subsidiaries; (ixx) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is are binding on the Company or its affiliates, affiliates (including Parent or and its affiliates after the First Effective Time; (x) and, in each case, are material to the Company Leaseand the Company Subsidiaries, taken as a whole; (xi) each Contract relating to outstanding Indebtedness for borrowed money (other than intercompany Indebtedness owed by the Company or potential Indebtedness (or commitments in respect thereofany Company Subsidiary) of the Company or the any Company Subsidiaries Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an aggregate principal amount in excess of $1,000,0005,000,000; (xii) each Contract involving derivative financial instruments governing any collaboration, co-promotion, strategic alliance or arrangements (including swapsdesign project contract which, capsin each case, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) is material to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with Subsidiaries, taken as a notional value in excess of $1,000,000whole; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or involving any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each material collective bargaining agreement and each or other material Contract with any labor unionunion (or similar organization); and (xvixiv) any Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither None of the Company nor or any Company Subsidiary is in (or has received any written claim of) breach of or default under the terms of any Material Contract where such and no event has occurred with notice or lapse of time or both that would constitute a breach or default thereunder by the Company or any of the Company Subsidiaries, in each case except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company’s Knowledge, as of the date hereofentry into this Agreement, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable enforceable, obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, in each case, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.18 of the Company Disclosure Letter Schedule contains a complete and correct list, as of the date of this Agreementhereof, of each Contract described below all Contracts (other than Company Employee Plans or any purchase orders received or issued by the Company or its Subsidiaries in this Section 4.17(athe ordinary course of business consistent with past practice) under presently in effect to which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to of its Subsidiaries is a party and by which it is bound and that fall within any of their respective properties or assets is subjectthe following categories (each, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the a “Material Contract”): (ia) each Contract with a customer or client for the purchase of products or services from the Company that limits in any material respect contemplated payments to the freedom of the Company, Company or any of its Subsidiaries in excess of $500,000 during the twelve-month period ended June 30, 2021; (b) each Contract (other than Contracts that relate to Transaction Expenses) with a supplier or other vendor for the purchase of products or services by the Company or any of its affiliates Subsidiaries contemplating payments by the Company or any of its Subsidiaries in excess of $200,000 during the twelve -month period ended June 30, 2021; and (including Parent c) any Contract binding upon and directed specifically to the Company or its affiliates after the First Effective Time) Subsidiaries which would reasonably be expected to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has have the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution materially impairing any current business practice of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries. Each such Material Contract (except those that are cancelled, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between rescinded or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates terminated after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof in accordance with their terms) is in full force and which cannot be terminated by effect, and enforceable in all material respects against the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expensesor, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company its Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, assuming the due authorization, execution, and delivery by such other party, except (i) applicable bankruptcy, insolvency, moratorium and other similar Legal Requirements affecting the rights of creditors generally and (ii) Legal Requirements governing specific performance, injunctive relief and other equitable remedies. To the knowledge of the Company, neither the Company (or, as applicable, its Subsidiary) nor any third party to a Material Contract is in full force and effect, subject to material breach of any Material Contract that would permit the Enforceability Limitationspremature termination of such Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 2.20(a) of the Company Disclosure Letter Schedule contains a true, correct and complete and correct list, as list of the date of this Agreement, of each Contract described below in this Section 4.17(a) under all Contracts to which the Company or any Company Subsidiary has any current is a party or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to by which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter or any Company Subsidiary is bound that fall within the following categories (all the Contracts of the type described in this Section 4.17(a) being referred listed or required to herein as be listed, collectively, the “Material ContractContracts”):), organized in subsections corresponding to the subsections of Section 2.20(a) of this Agreement: (i) each any Contract relating to, and evidences of, Indebtedness of the Company or any Company Subsidiary (whether incurred, assumed, guaranteed or secured by any asset); (ii) any (A) Contract for the issuance or acquisition of any Equity Interests or any Assets of a substantial nature of the Company or any Company Subsidiary, or for the acquisition of any Equity Interests or any Assets of any Person or (B) joint venture or partnership, joint development, merger, asset or share purchase or divestiture Contract relating to the Company or any Company Subsidiary; (iii) any Contract that limits in any material respect (A) purports to limit, curtail or restrict the freedom ability of the Company, any of its Subsidiaries Company or any of its affiliates the Company Subsidiaries to (including Parent or, from and its affiliates after the First Effective TimeClosing, the ability of Parent, the Surviving Corporation or their Subsidiaries to) to (x) compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaarea or line of business, make sales to any Person in any manner, or develop, market or distribute products or services, (y) use, exploit or enforce any Company-Owned Intellectual Property Rights or Company Products, or (z) hire or solicit any Person in any manner, or (B) grants the other party or any third Person “most favored nation” or similar status, any right of exclusivity, any type of special discount rights, any right of first refusal, first notice or first negotiation, or similar rights; (iv) any form Contracts with customers; (v) any Contracts with suppliers or manufacturers; (vi) any Inbound License; (vii) any Outbound License; (viii) any reselling, sales, marketing, merchandising or distribution Contract; (ix) any other Contract, whether or not made in the ordinary course of business consistent with past practice, that (A) involves a future or Liability or receivable, as the case may be, in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) on an annual basis or in excess of One Hundred Thousand Dollars ($100,000.00) over the current Contract term, (B) has a manner term greater than one year and cannot be cancelled by the Company or a Company Subsidiary of the Company without penalty or further payment and without more than ninety (90) Business Days’ notice or (C) is material to the business, operations, assets, financial condition, results of operations or prospects of the Company and its the Company Subsidiaries, taken as a whole; (iix) any partnershipdocuments under which the Leased Real Property is leased, joint venturelicensed, limited liability company agreement (other than any such agreement solely between subleased or among otherwise used or occupied by the Company and its wholly-owned Subsidiaries) or similar Contractany Company Subsidiary; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (ivxi) any Contract pursuant to which the Company or any Company Subsidiary licenses (in is the lessee or out) Intellectual Property Rights lessor of, or has granted to a third party an option holds, uses or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect makes available for use to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except Person (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to other than the Company or any Company a Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (vthereof) any settlement agreement tangible personal property that involves an aggregate future Liability or similar Contract imposing operational restrictions or conduct requirements on receivable, as the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to paycase may be, or entitled to receive, payments in excess of One Hundred Thousand and 00/100 Dollars ($3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000100,000.00); (xii) each any collective bargaining agreement or Contract involving derivative financial instruments with any labor union, works council or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000trade association; (xiii) each operating expense any employment agreement, severance agreement or revenue generating change in control agreement or Contract with the top 5 property managersany current director, top 3 advertising contracts and top 5 suppliers officer, employee or consultant of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, other than those that are terminable at-will by the Company or such Company Subsidiary on no more than thirty (30) days’ notice, or with respect to employees employed outside the one handUnited States on no more than the minimum notice period required by law, and without liability or financial obligation; (xiv) any Contract obligating the Company or any of the Company Subsidiaries to indemnify, advance expenses to, or hold harmless any director, officer, director employee or affiliate agent; and (other than xv) any Contract relating to settlement of any Action. (b) True, correct and complete copies of all Material Contracts or, if not reduced to writing, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been made available to Parent prior to the execution of this Agreement. Each Material Contract is in full force and effect and constitutes a wholly owned Company Subsidiary) of legal, valid and binding agreement, enforceable in accordance with its terms against the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 Subsidiary, and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto; neither the Company nor any Company Subsidiary has received any claim or notice that it is, and is in full force and effect, subject to the Enforceability Limitationsknowledge of the Company, no other party to such Contract is, in material violation or material breach of or default under any such Contract (or with notice or lapse of time or both, would be in material violation or material breach of or default under any such Contract).

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a3.16(a) of the Company Disclosure Letter (all Contracts Schedule sets forth a true, correct and complete list of the type described in this Section 4.17(afollowing Contracts (other than Contracts that are Excluded Assets) being referred to herein as which (x) an Acquired Company is a party or (y) the “Material Contract”):Seller or any of its Affiliates is a party and to which the Business or the Business Assets is bound or subject: (i) each any Contract with any Key Customer; (ii) any Contract with any Key Supplier; (iii) any Contract that (A) restricts or limits in any material respect the freedom ability of the Company, any of its Subsidiaries Business or any of its affiliates (including Parent and its affiliates after the First Effective Time) an Acquired Company to compete or engage provide services in any line of business or geographic region or with any PersonPerson or in any geographic area or market segment, sellor to engage in any type of business, supply (B) expressly requires the Business or distribute any product Acquired Company to conduct business with a third party on a preferential basis, including Contracts that contain “most favored nation” provisions or similar understanding, minimum purchase obligations with any customer or supplier, rights of first refusal, and rights of first negotiation and offer; (C) contains an exclusivity or “single source” provision in favor of any third party or (D) contains a mandatory take or pay or similar purchase requirement for all or a portion of any Acquired Company’s or the Business’s purchase obligations with respect to such good or service (collectively, but not including any confidentiality provisions, a “Restrictive Provision”); (iv) any Contract relating to, or that otherwise has entered into in connection with, the effect disposition or acquisition of restricting the Companyany business, its Subsidiaries assets or affiliates Equity Interests (including Parent and its affiliates after the First Effective Time) from the developmentwhether by merger, marketing sale of equity interests, sale of assets or distribution of products and servicesotherwise), in each casecase under which obligations of any party thereto remain outstanding, including any indemnification, guarantee or other similar contingent obligations that could reasonably be expected to result in payments thereunder (including in respect of a purchase price adjustment, “earn out”, deferred or conditional purchase price or similar contingent payment obligation); (v) any Contract relating to any joint venture, strategic alliance, co-investment, partnership or other similar arrangement (including the sharing of profits); (vi) each Shared Contract, excluding “off-the-shelf”, “shrink wrap” or “click through” licenses, or licenses for other generally commercially available software, that, in any geographic areaeach case of such exclusions, in a manner is not material to the Company and its SubsidiariesAcquired Companies or the Business, taken as a whole; (iivii) any partnershipContract (A) (1) pursuant to which an Acquired Company licenses Owned Intellectual Property to any third party or (2) any third party licenses Intellectual Property to an Acquired Company, joint venturein each case, limited liability company agreement other than Incidental Licenses or “shrink wrap” or “click through” licenses or licenses for other generally commercially available software that are entered into in the ordinary course of business or (B) containing any settlement agreement, coexistence agreement, non-assert or covenant not to sue concerning Intellectual Property; (viii) any Contract (including all loan agreements and promissory notes) evidencing or relating to Indebtedness, or the mortgage, pledge or transfer of, or the grant of a security interest or other Encumbrance (other than a Permitted Encumbrance) on any such agreement solely between or among of the Company and its wholly-owned Subsidiaries) or similar ContractBusiness Assets; (iiiix) each acquisition any Real Property Lease or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000Lessor Lease; (ivx) any Contract pursuant to which the Company Business or any Acquired Company Subsidiary licenses (in is a lessee or out) Intellectual Property Rights lessor of any machinery, equipment or has granted to a third party personal property involving an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case aggregate rental amount that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less greater than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business500,000 per year, including capital leases; (vxi) any settlement agreement Contract that has as a counterparty an independent third party distributor for purposes of soliciting or similar Contract imposing operational restrictions or conduct requirements promoting sales of products and/or services in specific territories on behalf of the Company or any Company Subsidiary or any Business and involved payments by the Business of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of at least $3,000,000 in 1,000,000 during the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company ended December 31, 2024 or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; subsequent twelve (viii12) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000month period; (xii) each Contract involving derivative financial instruments all collective bargaining agreements or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (Contracts with any labor union or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000other similar organization; (xiii) each operating expense any hedge, collar, option, forward purchasing, swap, derivative or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015)similar Contract; (xiv) each any Contract between requiring the Company Business or any Acquired Company Subsidiary, on the one hand, and (or combination of Acquired Companies) to make any officer, director or affiliate capital expenditures in excess of $500,000 (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary 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 ActEmployment Agreements), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each any Contract with involving the settlement of any labor union; andactual or threatened Action pursuant to which the Business or any Acquired Company has any ongoing payment or performance obligations; (xvi) any Contract not otherwise described in with any Governmental Authority; (xvii) any Contract with the Seller or any of its Affiliates (other subsection of this Section 4.17(athan the Acquired Companies); and (xviii) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) any Contract with respect to the Companyany JV Entity. (b) True The Contracts listed or required to be listed in Section 3.16(a) of the Disclosure Schedule are together referred to herein as the “Material Contracts.” Except as set forth on Section 3.16(b) of the Disclosure Schedule, (i) each Material Contract is valid, binding and in full force and effect and is enforceable against the Seller, an Acquired Company, or their respective Affiliates, as applicable, and, to the Knowledge of the Seller, each other counterparty thereto, in each case in accordance with their respective terms, except as limited by the Enforceability Exceptions; (ii) the Seller, the Acquired Company, or their respective Affiliates, as applicable, have performed their obligations under each of the Material Contracts in all material respects and, to the Knowledge of the Seller, the other parties to all Material Contract have performed their obligations under each of the Material Contracts in all material respects; (iii) neither the Seller, the Acquired Company nor any of their respective Affiliates, as applicable, is in material breach or default (and there has been no event which, with the giving of notice or lapse of time or both, would become a default to give rise to a right of termination) under any Material Contract, and neither the Seller, the Acquired Company nor any of their respective Affiliates, as applicable, has received written or, to the Knowledge of the Seller, other notice regarding any actual or alleged violation or breach of or default under or termination or acceleration of any Material Contract; (iv) to Knowledge of the Seller, none of the other parties to each Material Contract is in material breach of or default (and, to the Knowledge of the Seller, there has been no event which, with the giving of notice or lapse of time or both, would become a default to give rise to a right of termination) under any Material Contract; and (v) there is no renegotiation of, attempt to renegotiate, or outstanding rights to renegotiate any Material Contract with any Person, and no Person has made demand for such renegotiation. None of the Seller, any Acquired Company of their respective Affiliates has any obligation to pay penalties, liquidated damages or other additional payment amounts in respect of missed deadlines, inadequate performance or other failures to fulfill its obligations under the terms and conditions of any Material Contract. The Seller has made available to the Purchaser true, correct and complete copies of each Material Contract in effect as (including all amendments thereto). There are no, and since the Lookback Date, there have been no, disputes pending or, to the Knowledge of the date hereof has been made available to Parent or publicly filed Seller, threatened, with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party respect to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability LimitationsContract.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.13(a) of the Company Disclosure Letter contains a complete and correct listSchedule identifies, as of the date Agreement Date, in each subpart that corresponds to the subsection listed below, any Contract, (x) to which the Company or any Company Entity is a party or (y) by which the Company, any Company Entity or any of this Agreement, of each Contract described below in this Section 4.17(a) its assets is bound or under which the Company or any Company Subsidiary Entity has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):obligation: (i) each Contract (x) that limits in any material respect the freedom is with a Top Customer or (y) that is an Outbound License required to be disclosed on Section 3.12(a)(iv) of the CompanyDisclosure Schedule; (ii) that is with a Top Supplier; (iii) pursuant to which (A) the Company or any Company Entity has been appointed a reseller, distributor, referral agent, OEM or independent software vendor of any products or services of any other Person, or (B) the Company or any Company Entity has appointed another party as a reseller, distributor, promoter, marketer, OEM or independent software vendor of any Company Product; (iv) pursuant to which (A) the Company or any Company Entity is bound to or has committed to provide any Company Product, Company IP, or any other services to any third party on a most favored nation basis or similar terms, or imposing on any Company or any Company Entity any minimum or required purchase or volume commitment or minimum or required capacity or productivity commitments or (B) the Company or any Company Entity is bound to, or has committed to provide or license, any Company Product or Company IP to any third party on an exclusive basis or to acquire or license any product or service on an exclusive basis from a third party; (v) imposing any restriction or material limitation on the right or ability of its Subsidiaries the Company or any Company Entity or any of their Affiliates (including Acquiror or any of its affiliates (including Parent and its affiliates Affiliates after the First Effective TimeClosing), to (A) engage in any aspect of its business in any material respect; (B) compete with any other Person or to compete or engage in any line of business business, market or geographic region area, or with any Person, to sell, supply license, manufacture or otherwise distribute any product of its technology or service products, or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and providing services, in each caseto customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market; (C) acquire or license any product, property or other asset (tangible or intangible), or any services, from any other Person, to sell or license any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (D) develop, license or distribute any Technology; (vi) that is or contains a manner material data processing agreement, business associate agreement, or other Contract relating primarily to privacy, data protection, or data security obligations, in connection with the Processing of Company Data; (vii) relating to the development of any Technology (A) independently or jointly, by the Company or any Company Entity for any other Person, or (B) for the Company or any Company Entity, or the provision of consulting, development, sales or any other services to the Company and its Subsidiariesor any Company Entity, taken as a wholein each case, by any other Person, but other than agreements in the form of the applicable Proprietary Information Agreement without material modifications; (iiviii) relating to the escrow of any Company IP; (ix) that is a collectively bargained agreement or other Contract or arrangement (each a “Labor Agreement”) with any union, works council, trade union, employee representatives, personnel delegates or similar labor relations entity, labor organization or group of employees (each, a “Labor Entity”); (x) that is an agreement with any current independent third party contractor, developer, consultant, or advisor of the Company or any Company Entity who is or was involved in the Development of any Company IP or other Intellectual Property that was Developed for the Company or any Company Entity, other than (i) any partnershipemployment or services agreement providing no requirement for a termination notice period beyond thirty (30) days, joint venture, limited liability company agreement severance or other post-termination benefits (other than any such agreement solely between or among benefits continuation coverage required by Law), and (ii) agreements in the Company and its wholly-owned Subsidiaries) or similar Contractform of the applicable Proprietary Information Agreement without material modification; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligationsxi) that would reasonably be expected is a Company Lease; (xii) relating to result in the receipt or making of capital expenditures and involving future payments in respect of capital expenditures in excess of $1,000,000500,000 individually or $2,000,000 in the aggregate (over a twelve (12) month period); (ivxiii) relating to the settlement of any Action; (xiv) relating to any past, present, or future disposition or acquisition of (A) any Contract material assets outside of the ordinary course of business or (B) any Equity Interest in any Person or other business enterprise, in each case pursuant to which the Company or any Company Subsidiary licenses Entity has any outstanding or continuing obligations; (in xv) relating to any mortgages, indentures, guarantees, loans or out) Intellectual Property Rights or has granted to a third party an option credit agreements, security agreements or other right Contracts or immunity instruments relating to Indebtedness or extension of credit or the creation of any Lien (including a covenant not to be sued or right to enforce or prosecute any patentsother than Permitted Liens) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) asset of the Company or any Company Subsidiary Entity, or involving or incorporating any guaranty, pledge, performance or completion bond, or surety arrangement; (xvi) (x) creating or relating to any partnership or joint venture or any sharing of their respective “associates” revenues, profits, losses, costs or “immediate family” members liabilities or (as y) requiring the payment of royalties by Company or any Company Entity to another Person; (xvii) relating to the purchase or sale of any product or other asset by or to, or the performance of any services by or for, any Interested Party; (xviii) that is an intercompany Contract; (xix) that is with a Governmental Entity, or constitutes or relates to any (A) prime contract, subcontract, letter contract, purchase order or delivery order executed or submitted to or on behalf of any Governmental Entity or any prime contractor or higher-tier subcontractor, or under which any Governmental Entity or any such terms are defined in Rule 12b-2 and Rule 16a-1 prime contractor or subcontractor otherwise has or may acquire any right or interest, or (B) quotation, bid or proposal submitted to any Governmental Entity or any proposed prime contractor or higher-tier subcontractor of the Exchange Act)any Governmental Entity; or (xx) that is with any investment banker, on the other hand, including any Contract pursuant to which broker or financial advisor retained by the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement Entity in connection with this Agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Companytransactions contemplated hereby. (b) True Each Contract (x) required to be set forth in Section 3.13 of the Disclosure Schedule in order to make the applicable representation or warranty true, correct, and complete or (y) entered into from and after the Agreement Date that would have been required to be set forth in Section 3.13 of the Disclosure Schedule in order to make the applicable representation or warranty true, correct, and complete had such Contract been entered into prior to the Agreement Date is referred to herein as a “Material Contract”. The Company has Made Available true, correct and complete copies of each all written Material Contracts, including all amendments thereto, and written descriptions of all oral Material Contracts, if any. Each Material Contract is valid and in full force and effect as of and is enforceable against the date hereof has been made available to Parent Company or publicly filed with the SEC prior applicable Company Entity and, to the date hereofCompany’s Knowledge, each other party thereto, in accordance with its terms, subject to the Enforceability Limitations. Neither the Company nor any Company Subsidiary Entity has materially violated or breached, or committed any default under, any Material Contract and, to the Company’s Knowledge, no other Person that is party to a Material Contract has materially violated or breached, or committed any default under, such Material Contract. To the Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or could reasonably be expected to: (i) result in a material violation or breach of any of the provisions of any Material Contract; (ii) give any Person the right to declare a default or exercise any material remedy under any Material Contract; (iii) give any Person the right to accelerate the maturity or performance of any Material Contract; or (iv) give any Person the right to cancel, terminate or materially modify any Material Contract. Neither the Company nor any Company Entity has received any written notice (or, to the Knowledge of the Company, other) regarding any actual or alleged violation or breach of, or default under, any Material Contract. Neither the Company nor any Company Entity has waived any of its material rights under any Material Contract. No Person has threatened the Company or any Company Entity in writing (or, to the Knowledge of the Company, other) to terminate or refuse to perform its obligations under any Material Contract (regardless of whether such Person has the right to do so under such Contract). No Person a right pursuant to the terms of any Material Contract where such breach to renegotiate (excluding, for the avoidance of doubt, rights to advance notice prior to certain rights, actions or default has not had and would reasonably be expected events taking effect under a Material Contract), and, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge Knowledge of the Company, as of no Person is renegotiating or has expressed an intention to renegotiation any amount paid or payable to the date hereof, no other party to Company or any Company Entity under any Material Contract is in breach of or default under the terms any other material term or provision of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability LimitationsContract.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of Schedule 2.12 lists each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in is a party or out) Intellectual Property Rights to which the Company, any Subsidiary or has granted to a third party an option any of their respective properties is subject or other right or immunity (including a covenant not to be sued or right to enforce or prosecute by which any patents) with respect to any Company IP, in each case thereof is bound that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as deemed a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries Material Contract under this Agreement. Each such Contract was entered into in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any . Each Contract that (a) after October 31, 2000 obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in pay an amount in excess of $1,000,000; 10,000 (xiiUS), (b) each Contract involving derivative financial instruments or arrangements (including swapshas an unexpired term as of October 31, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be 2000 in excess of $1,000,000 one year, (c) represents a Contract upon which the Business is substantially dependent or with a notional value in excess which is otherwise material to the Business, (d) provides for an extension of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (credit other than a wholly owned Company Subsidiaryconsistent with normal credit terms, (e) limits or restricts the ability of the Company or any Company Subsidiary to compete or otherwise to conduct its business in any of their respective “associates” manner or “immediate family” members place, (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 f) provides for a guaranty or indemnity by the Company or any Subsidiary, (g) grants a power of attorney, agency or similar authority to another person or entity, (h) contains a right of first refusal, (i) contains a right or obligation of any Affiliate, officer or director or any Associate, of Sellers, the Company or any Subsidiary to the Company or any Subsidiary, or (j) was not made in the ordinary course of business, shall be deemed to be a Material Contract and has an obligation to indemnify been identified on such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Schedule 2.12. True copies of the SEC) with respect agreements appearing on Schedule 2.12, including all amendments and supplements, have been delivered to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereofBuyer. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Each Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of subsisting; the Company or the applicable Subsidiary has duly performed all its obligations thereunder to the extent that such obligations to perform have accrued; and no breach or default, alleged breach or default, or event which would (with the passage of time, notice or both) constitute a breach or default thereunder by the Company Subsidiary which is party thereto andor its Subsidiary, as the case may be, or, to the best knowledge of the CompanySellers, of each any other party or obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. Consummation of the transactions contemplated by this Agreement will not (and is in full force and effectwill not give any person a right to) terminate or modify any rights of, subject to or accelerate or augment any obligation of, the Enforceability LimitationsCompany or any Subsidiary under any of those agreements.

Material Contracts. (a) Except for this Agreement, Section 4.17 ‎Section 3.17(a) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreementhereof, of each Contract described below in this Section 4.17(a‎Section 3.17(a) under to which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) is a party or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement hereof other than Company Benefit Plans listed on Section 4.10(a‎Section 3.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a‎Section 3.17(a), whether or not set forth on ‎Section 3.17(a) of the Company Disclosure Letter, being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries Company Subsidiary or any of its their respective affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting in any material respect the Company, its the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) each Contract that limits in any material respect the freedom of the Company, any Company Subsidiary or any of their respective affiliates to negotiate or, except for provisions requiring notice or consent to assignment or change of control by the counterparty thereto, consummate any of the Transactions; (iii) any material partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-wholly owned Subsidiaries) or similar material Contract; (iiiiv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,000500,000; (ivv) each Contract that gives any Contract pursuant Person the right to which acquire any assets of the Company or any Company Subsidiary licenses (in or outexcluding ordinary course commitments to purchase Company Products) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) after the date hereof with respect to any Company IP, in each case that is material to the conduct consideration of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less more than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business500,000; (vvi) any Contract to put Source Code for any Company Product in escrow with a third Person on behalf of a licensee or contracting party; (vii) any settlement agreement or similar Contract imposing operational restrictions restricting in any material respect the operations or conduct requirements on of the Company or Company, any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (viviii) each Contract not otherwise described in any other subsection of this Section 4.17(a‎Section 3.17(a) pursuant to which the Company or any Company Subsidiary is entitled to receive payments in excess of $100,000 in the twelve (12)-month period following the date hereof; (ix) each Contract not otherwise described in any other subsection of this ‎Section 3.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, make payments in excess of $3,000,000 500,000 in the twelve (12) month 12)-month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyhereof; (viix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business consistent with past practice and in excess of $1,000,000100,000; (viiixi) each Contract that is a Material Customer Agreement, a Material Supplier Agreement or a Material Vendor Agreement; (xii) each Contract that grants any right of first refusal or right of first offer or that limits in any material respect the ability of the Company, any Company Subsidiary or any of its their respective affiliates (including Parent or any of and its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ixxiii) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is are binding on the Company or its affiliates, affiliates (including Parent or and its affiliates after the First Effective Time); (xxiv) each Contract that contains any material indemnification obligations by the Company or any Company Subsidiary, other than those Contracts entered into in the ordinary course of business consistent with past practice; (xv) each Contract with a Governmental Entity; (xvi) each Company Lease; (xixvii) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the any Company Subsidiaries Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000100,000 or relating to any Liens on the assets of the Company or any Company Subsidiary; (xiixviii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 100,000 or with a notional value in excess of $1,000,000100,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xivxix) each Contract between the Company or any Company Subsidiary, on the one hand, and any current or former officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate affiliate, beneficial owner, associate or immediate family member; (xvxx) each collective bargaining Contract pursuant to which the Company or any Company Subsidiary (A) grants any license, covenant not to assert, release, or agreement not to enforce or prosecute or similar right to any Person under or to any material Company Intellectual Property, except (1) Ordinary Course Licenses and each (2) non-exclusive non-material licenses that are merely incidental to the transactions contemplated by such Contract, or (B) other than (1) Ordinary Course Licenses, (2) Open Source Licenses, (3) non-exclusive non-material licenses that are merely incidental to the transactions contemplated by such Contract with and (4) non-exclusive licenses for commercially available off-the-shelf Software or information technology services granted on standard terms pursuant to which the Company or any labor unionCompany Subsidiary is required to pay no more than $250,000 in any twelve (12) month period, is granted a license, covenant not to assert, release, or agreement not to enforce or prosecute to or under any Person’s Intellectual Property, and, in the case of clauses (A) and (B), that is material to the conduct of the business of the Company and the Company Subsidiaries, taken as a whole (the foregoing in clause (A) and (B) the “IP Contracts”); and (xvixxi) any Contract not otherwise described in any other subsection of this Section 4.17(a‎Section 3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECExchange Act) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither None of the Company nor or any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof’s Knowledge, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 Schedule 2.7(a) to the Disclosure Letter identifies each of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under following Contracts to which the Company or any Company Subsidiary has is a party as of the Agreement Date or by which the Company, any current Company Subsidiary, or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective assets or properties or assets is subject, in each case are bound as of the date of this Agreement other than Company Benefit Plans listed Date (each such Contract, whether or not identified on Section 4.10(aSchedule 2.7(a) of to the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the Letter, a “Material Contract”): (i) each any Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent with a Significant Customer and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeDistributor; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar ContractContract with a Significant Supplier; (iii) each acquisition any Contract for the purchase, sale, manufacture or divestiture Contract that contains representationslicense of components, covenantsmaterials, indemnities supplies, equipment, parts, subassemblies, services, software, Intellectual Property Embodiments, or other obligations assets involving in the case of any such individual Contract more than $100,000 paid by or to the Company or any Company Subsidiary over the remaining life of such Contract; (including “earnout” iv) any Contract (involving in the case of any such individual Contract more than $50,000 paid by or to the Company or any Company Subsidiary over the remaining life of such Contract) that expires, or may be renewed at the option of any Person other than the Company so as to expire, more than one (1) year after the Agreement Date; (v) any Contract creating or otherwise relating to Indebtedness; (vi) any Contract limiting the freedom of the Company or any Company Subsidiary to solicit or hire any individual or engage or participate, or compete with any other Person, in any line of business, market, or geographic area, or otherwise limiting the right of the Company or any Company Subsidiary to sell, distribute, or manufacture any Company Products or to purchase or otherwise obtain any software, components, parts, subassemblies, or services; (vii) any Contract granting to a third party most favored nation pricing or similar provisions; (viii) any Contract granting any exclusive rights with respect to the Company Products or Company Intellectual Property Rights of any type or scope to any Person; (ix) any Contract granting rights of refusal, rights of first negotiation, or similar rights or terms to any Person; (x) any Contract pursuant to which the Company is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures, or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments personal property involving in excess of $1,000,000100,000 per annum; (ivxi) any Contract of guarantee, support, indemnification (other than Intellectual Property Rights infringement or misappropriation indemnification commitments and other similar indemnity provisions in the Company’s or any Company Subsidiary’s standard form of customer agreement provided to Acquiror and contained in Contracts referenced in Section 2.7(a)(xix)), assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other Person; (xii) any license, sublicense, or other Contract as to which the Company or any Company Subsidiary is a party and pursuant to which any Person is authorized to use any Company Intellectual Property Rights or Company Product, excluding Contracts for the sale of the Company Product entered into on the Company’s or any Company Subsidiary’s standard form of agreement provided to Acquiror; (xiii) any license, sublicense, assignment, or other Contract to which the Company or any Company Subsidiary is a party and pursuant to which the Company or any Company Subsidiary acquired or is authorized to use any Third Party Intellectual Property Rights, other than Contracts for the license of commercially available, unmodified off-the-shelf Software that is not redistributed with or material to the development or provision of the Company Products pursuant to standard terms and conditions having annual license or subscription fees of less than $25,000; (xiv) any license, sublicense, or other Contract pursuant to which the Company or any Company Subsidiary has agreed to any restriction on the right of the Company or any Company Subsidiary to use or enforce any Company Intellectual Property Rights or pursuant to which the Company or any Company Subsidiary agrees to encumber or transfer ownership of any Company Intellectual Property Rights; (xv) any Contract providing for the development of any Software, content, technology, or Intellectual Property Embodiment, independently or jointly, by or for the Company or any Company Subsidiary; (xvi) any Contract to license or authorize any third party to manufacture or reproduce any of the Company Products or technology of the Company or any Company Subsidiary, or any Company Intellectual Property Embodiment; (xvii) any Contracts relating to the membership of, or participation by, the Company or any Company Subsidiary in, or the affiliation of the Company or any Company Subsidiary with, any industry standards group or association, including any Contract with a foundry or component suppliers of the Company Products; (xviii) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses, or losses with other Persons, or (C) any Contract that involves the payment of royalties to any other Person; (xix) any agreement of indemnification or warranty or any Contract containing any support, maintenance, or service obligation on the part of the Company or any Company Subsidiary (other than in connection with Contracts related to the sale of Company Product entered into on the Company’s or any Company Subsidiary’s standard form of agreement provided to Acquiror); (xx) any Contract for the employment or engagement of any director, officer, employee, consultant, or independent contractor of the Company or any Company Subsidiary or any other type of Contract with any director, officer, employee, consultant, or independent contractor of the Company or any Company Subsidiary that is not immediately terminable by the Company or a Company Subsidiary without cost or Liability, including any Contract requiring (whether alone or in conjunction with another event) the Company or any Company Subsidiary to make a payment to any director, officer, employee, consultant, or independent contractor on account of the transactions contemplated hereby or any Contract that is entered into in connection with this Agreement, in each case excluding any payments to the extent made pursuant to Legal Requirements; (xxi) any Contract with any labor union, works council, trade union, or other representative of employees, including any collective bargaining agreement or other Contract with any employees or representative of employees; (xxii) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the Company or any Company Subsidiary, in connection with this Agreement and the transactions contemplated hereby; (xxiii) any Contract pursuant to which the Company or any Company Subsidiary licenses has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock or shares, purchase of assets, license, or otherwise, or any Contract pursuant to which it has any ownership interest in any other Person; (in xxiv) any Contract with any Governmental Entity; (xxv) any confidentiality, secrecy, or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is non-disclosure Contract material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted other than the Confidentiality Agreement and other than any such Contract entered into with customers and distributors, or by the Company or its Company Subsidiaries prospective customers and distributors, in the ordinary course of business; (vxxvi) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)agreement; (vixxvii) each any Contract not otherwise described in any other subsection containing a “change of this Section 4.17(a) pursuant to which the Company control” or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltysimilar provision; (viixxviii) any Contract that obligates for the Company purchase, sale or lease of any Property; or (xxix) any outstanding loan, advance or investment by the Company, or any Company Subsidiary agreement or commitment relating to make any capital the making of such loan, advance or investment or capital expenditure outside (excluding trade receivables and advances to employees for normally incurred business expenses each arising in the ordinary course of business and in excess of $1,000,000;consistent with past practice). (viiib) All Material Contracts are in written form. The Company and each Contract that grants Company Subsidiary (as appropriate) has performed all of the material obligations required to be performed by it and, to the Knowledge of the Company, is entitled to all benefits under each Material Contract. Neither the Company, any right of first refusal or right of first offer or that limits Company Subsidiary, or, to the ability Knowledge of the Company, any Company Subsidiary other contracting party thereto is in breach of, or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to owndefault, operate, sell, transfer, pledge or otherwise dispose of in any material businesses respect, under any Material Contract. The Company has not received any written notice or, to the Knowledge of the Company, any other communication regarding any actual or material assets;possible violation or breach of, default under, or intention to cancel or materially modify any Material Contract. (ixc) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum useEach of the Material Contracts is in full force and effect and constitutes a legal, supply or display requirements that is valid, and binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) agreement of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any such Company Subsidiary, on and to the one handCompany’s Knowledge, each Material Contract is a legal, valid, and binding agreement of any officerother party thereto, director or affiliate (other than in each case, subject to Creditors’ Rights and except to the extent it has previously expired pursuant to its terms. Immediately following the Effective Time, each Material Contract shall remain a wholly owned Company Subsidiary) legal, valid, and binding agreement of the Company or any such Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 and, to the Knowledge of the Exchange Act)Company, on the each other handparty thereof, including any Contract pursuant to which enforceable against the Company or any such Company Subsidiary has an obligation in accordance with its respective terms and, to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K the Knowledge of the SEC) Company, enforceable against each other party thereto in accordance with respect its respective terms subject, in each case, to Creditors’ Rights and except to the Companyextent it has previously expired pursuant to its terms. (bd) True Accurate and complete copies of each Material Contract in effect as Contract, together with all material amendments and supplements thereto and all material waivers of the date hereof has any terms thereof, have been made available provided to Parent or publicly filed with the SEC Acquiror prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability LimitationsAgreement Date.

Material Contracts. (a) Except for this Agreement, Section 4.17 4.13(a) of the Company Disclosure Letter contains sets forth a complete and correct listlist of all of the Contracts (other than Company Benefit Plans) described below to which the Company or any of its Subsidiaries is a party to or bound by, as of the date of this AgreementAgreement (any Contract so disclosed or required to be so disclosed, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the a “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act); (ii) any Contract that (A) purports to restrict the ability of the SECCompany or any of its Affiliates or, at or after the Effective Time, Parent or any of its Affiliates from (1) from directly or indirectly, engaging in any business or competing in any business (or line of business or geographic region) with any Person (including soliciting clients or customers), (2) operating its business in any manner or location or (3) enforcing any of its rights with respect to any of its material assets, (B) could, pursuant to its terms, require the, direct or indirect, disposition of any material assets or line of business of the Company or its Affiliates or acquisition of any material assets or line of business of any other Person or, at or after the Effective Time, Parent or any of its Affiliates or (C) imposes upon the Company or any of its Affiliates any (x) material minimum purchase obligation or (y) right of first negotiation, right of first refusal, or similar right, or (D) grants “most favored nation” status to any Person or contains “exclusivity” requirements, obligations or similar provisions that (x) are material to the Company and its subsidiaries, taken as a whole, and/or (y), at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (iii) any joint venture, collaboration, alliance, partnership, shareholder, development, co-development or similar profit-sharing Contract, in each case, that is material to the Company and its Subsidiaries, taken as a whole; (iv) any Contract providing for the development of any material Company Intellectual Property, material Company Product or any other material technology or Intellectual Property Rights, independently or jointly, by or for the Company (other than employee invention assignment agreements and consulting agreements that do not substantially deviate from the Company’s standard forms, copies of which have been provided to Parent); (v) any Contract pursuant to which the Company or any of its Subsidiaries (A) grants to, or receives from, a third party any license, covenant not to sue, option under, restriction on or similar right with respect to material Company Intellectual Property or (B) receives from a third party any license, covenant not to sue, option under or similar right with respect to material third-party Intellectual Property Rights used in the conduct of the business of the Company or any of its Subsidiaries or incorporated into or distributed or used with any Company Product, in each case, other than inbound licenses to commercially available, non-customized or off-the-shelf Software and non-exclusive outbound licenses granted in the ordinary course of business to third-party services providers, including contract research and contract manufacturing organizations, solely for the purpose of performance of their respective services on behalf of the Company; (vi) any Company Government Contract; (vii) any Contract involving payment by or to the Company or any of its Subsidiaries of more than $1,000,000 in 2024 or is expected to involve payment by or to the Company or any of its Subsidiaries of more than $1,000,000 in 2025; (viii) any agency, sales, marketing, commission, distribution, formulary or medical benefit coverage, international or domestic sales representative or similar Contract that resulted in the payment by or to the Company or any of its Subsidiaries of more than $500,000 in the aggregate in 2024 or is expected to involve payment by or to the Company or any of its Subsidiaries of more than $500,000 in 2025; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has contingent obligations that upon satisfaction of certain conditions precedent may result in (A) the payment by the Company or any of its Subsidiaries of more than $500,000 upon the achievement of regulatory or commercial milestones or (B) the payment by the Company or any of its Subsidiaries of more than $750,000 in the aggregate over a twelve month period upon the receipt of revenue or income based on product sales; (x) any Contract (A) providing for indemnification or guarantee by the Company or any of its Subsidiaries of any Person or pursuant to which any indemnification or guarantee obligations of the Company or any of its Subsidiaries remain outstanding or otherwise survive as of the date of this Agreement that is material to the Company and its Subsidiaries, taken as a whole, or (B) containing any deferred or contingent purchase price, “earnout” or similar provisions that would cause the Company or any of its Subsidiaries to owe any amount of additional consideration to any Person which remain outstanding or otherwise survive as of the date of this Agreement; (xi) any Contract (other than trade debt or letters of credit for leased real property, in each case incurred in the ordinary course of business) for Indebtedness for borrowed money, having an outstanding principal or notional amount (as applicable) in excess of $500,000 (and Section 4.13(a)(xi) of the Company Disclosure Letter sets forth the amount outstanding or the notional value with respect to each such Contract, as applicable); (xii) any Contract creating any Encumbrance upon any assets of the Company and its Subsidiaries securing obligations in excess of $500,000; (xiii) any Contract that grants any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any person with respect to any material assets, rights or properties of the Company or any of its Subsidiaries; (xiv) any Contract under which the Company or any of its Subsidiaries has granted any Person registration rights (including demand and piggy-back registration rights) that does not terminate by its terms in connection with the Closing without any liability to the Company or any of its Subsidiaries; or (xv) any “hold harmless,” Tax sharing, allocation or indemnification agreement or arrangement or has any liability or potential liability under any such agreement or arrangement (other than, in each case, (A) such agreements or arrangements solely between or among the Company and any of its Wholly Owned Subsidiaries and (B) customary commercial contracts the principal subject of which is not Taxes). (b) True A correct and complete copies copy of each Material Contract in effect as of the date hereof (including any amendments or supplements thereto) has been made available to Parent or publicly filed Parent. (c) Except for expirations in accordance with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any the Material Contracts, each such Material Contract where such breach is valid and binding on the Company or default has not had and would reasonably be expected one or more of its Subsidiaries, as the case may be, and, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge Knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject except (i) as may be limited by the Bankruptcy and Equity Exception or (ii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) There is no breach or violation of, or default under, any Material Contract by the Company or any of its Subsidiaries or, to the Enforceability LimitationsKnowledge of the Company, any other party thereto, and no event has occurred that with or without notice, lapse of time or both, would constitute or result in a breach or violation of, or default under, any such Contract by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other Party thereto or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except in each case for those breaches, violations, or defaults which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.14(a) of the Company Seller Disclosure Letter contains a complete and correct listSchedule sets forth, as of the date of this Agreement, all of each Contract described below in this Section 4.17(athe following Contracts (other than purchase orders and invoices) under to which the Company Seller is a party or any Company Subsidiary has any current by which it is bound or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to by which any of their respective properties the Transferred Assets are bound or assets is subjectaffected (each Contract so listed or required to be listed, in and each case as of the Contracts to which Seller becomes a party or by which it becomes bound after the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of Agreement, together with the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as Business IP Agreements, the “Material ContractContracts”): (i) each Contract that limits in any material respect the freedom of the CompanyContract, including any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sellmanufacturing, supply or distribute distribution agreement Related to the Business and that (i) requires by its terms the payment or delivery of cash or other consideration by or to Seller in an amount in excess of $100,000 during the fiscal year ended December 31, 2022 or anticipated to be in excess of such amount during any product fiscal year thereafter, or service or that otherwise has (ii) was not entered into in the effect ordinary course of restricting business on the CompanySeller’s standard form of manufacturing, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing supply or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeagreement; (ii) any partnership, joint venture, limited liability company profit-sharing, partnership, collaboration, co-promotion, commercialization, research, development or other similar agreement (other than any such agreement solely between or among Related to the Company and its wholly-owned Subsidiaries) or similar ContractBusiness; (iii) each acquisition or divestiture any Contract that contains representationswith any Person (A) pursuant to which Purchaser, covenantsafter the Closing Date, indemnities or other obligations (including “earnout” may be required to pay milestone payments, royalties or other contingent payment obligationspayments based on any research, testing, development, regulatory filings or approval, sale, distribution, marketing, commercial manufacture or other similar occurrences, developments, activities or events with respect to the Products or any Intellectual Property used therein, or (B) that would reasonably be expected under which Seller granted to result in any Person a right of first refusal, right of first negotiation, option to purchase, option to license, or any other similar rights with respect to the receipt Products or making of future payments in excess of $1,000,000any Intellectual Property used therein; (iv) any Contract pursuant all Contracts that require Seller to which the Company purchase or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to sell a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct stated portion of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through requirements or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses outputs of the Company IP granted by the Company Business or its Company Subsidiaries in the ordinary course of businessthat contain "take or pay" provisions; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on with any Governmental Entity that is Related to the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)Business; (vi) each any Contract not otherwise described for the lease of personal property Related to the Business which provides for payments to or by Seller (A) in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess one case of $3,000,000 25,000 or more annually in the twelve year ended December 31, 2022, (12B) month period following anticipated to exceed such amount during the date hereof and which cannot be terminated by year ending December 31, 2023 or (C) of $50,000 or more over the Company on less than ninety (90) days’ notice without material payment or penaltyterm of the Contract; (vii) any Contract that obligates for any capital expenditure or leasehold improvement Related to the Company Business or relating to any Transferred Assets in any one case in excess of $50,000 in the year ended December 31, 2022 or anticipated to exceed such amount in the year ending December 31, 2023 or any Company Subsidiary such Contracts for any such expenditure or improvement in the aggregate exceeding $50,000 over the term of the Contract; (viii) any Contract that (A) limits or purports to make limit, the freedom of the Business (or Seller) to engage or compete in any capital investment line of business or capital expenditure outside with any Person or in any geographic area, or to hire or solicit to hire any Person, (B) contains exclusivity, “most favored nation” obligations or pricing notification obligations, or other similar restrictions to which the Business (or Seller) or any Transferred Assets are subject, (C) contains a right of renegotiation or termination upon a change of market conditions, or (D) contains any other provisions restricting or purporting to restrict the ability of Seller or the Business to sell, market, distribute, promote, manufacture, develop, commercialize, or test or research the Products, directly or indirectly through third parties; (ix) any Contract that relates to the future acquisition or disposition of any assets or properties of the Business that would constitute Transferred Assets if held by Seller immediately prior to the Closing (whether by option, call right, merger, sale or purchase of stock, sale or purchase of assets or otherwise), other than (A) as contemplated by this Agreement or any Ancillary Agreement or (B) any non-disclosure or similar agreement entered into in connection with Seller’s process of selling the Business whose subject matter does not provide for any obligation to engage in any such acquisition or disposition; and (x) all Contracts Related to the Business that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (xi) all Contracts Related to the Business that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (xii) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements), and all termination and severance Contracts, which are Related to the Business and not cancellable without material penalty or without more than 30 days' notice; (xiii) all powers of attorney with respect to the Business or any Transferred Asset; (xiv) any collective bargaining Contract or other Contract with any labor organization, union or association relating to or affecting any Transferred Employees; (xv) any Lease Related to the Business; (xvi) any Contracts Related to the Business under which Seller (A) is granted a license to Intellectual Property from a third Person or (B) grants to any third Person a license to any Transferred IP, in each case, other than (x) Contracts with vendors or customers entered into in the ordinary course of business on the Seller’s standard form of customer or vendor agreement, and in excess (y) Contracts with respect to licenses for commercially-available or open source “off the shelf” or hosted software technology products providing for an aggregate purchase price (or license fees over the term of the license) fees that do not exceed $1,000,00010,000; (viiixvii) each any Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense Key Customer or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor unionKey Supplier; and (xvixviii) any Contract all other Contracts that are material to the Transferred Assets or the operation of the Business and not otherwise described in any other subsection of previously disclosed pursuant to this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company3.14. (b) True True, correct and complete copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) in effect as of the date hereof have been made available to Purchaser in the Data Room. Each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a legal, valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto Seller and, to the knowledge Knowledge of the CompanySeller, of each other party counterparty thereto, and is in full force and effect, subject to the Enforceability LimitationsBankruptcy and Equity Exceptions. (c) Seller is not in breach or default in the performance, observance or fulfillment of any obligation, covenant, condition or other term contained in any Material Contract in any material respect. To Seller’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default by any other party under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Seller has not received notice that it is in breach or default under any Material Contract to which it is a party or by which it is bound and there are no material disputes pending or, to Seller’s Knowledge, threatened under any Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 ‎5.15 of the Company Parent Disclosure Letter contains Schedule sets forth a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case list as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of each of the Company Disclosure Letter following Contracts to which Parent or any of its Subsidiaries is a party or by which it is bound (all Contracts each such Contract listed or required to be so listed, and each of the type described in following Contracts to which Parent or any of its Subsidiaries becomes a party or by which it becomes bound after the date of this Section 4.17(a) being referred to herein as the Agreement, a “Parent Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K K; (ii) any Contract that (A) limits or purports to limit, in any material respect, the freedom of Parent or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the freedom of the SECSurviving Corporation, Parent or any of their respective Affiliates after the Effective Time, (B) contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on Parent or any of its Subsidiaries (or, after the Effective Time, that would be binding on the Surviving Corporation or any of its Affiliates) or (C) otherwise limits or restricts, in any material respect, Parent or any of its Subsidiaries (or, after the Effective Time, the Surviving Corporation or any of its Affiliates) from hiring or soliciting any Person for employment; (iii) promissory notes, loan agreements, indentures, evidences of Indebtedness or other instruments providing for or relating to the lending of money, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements or that provides for the guarantee, support, indemnification, assumption or endorsement by Parent or any of its Subsidiaries of, or any similar commitment by Parent or any of its Subsidiaries with respect to the Companyobligations, liabilities or Indebtedness of any other Person, in each case in a principal amount in excess of $1,000,000, which shall include, for the avoidance of doubt, the Parent Notes; (iv) any Contract restricting the payment of dividends or the making of distributions to stockholders of Parent or the repurchase of stock or other equity of Parent; (v) any Contract that would require the disposition of any material assets or line of business of Parent or its Subsidiaries as a result of the consummation of the Merger; (vi) any material joint venture, profit-sharing, partnership, strategic alliance, collaboration or other similar agreements; (vii) any Contract pursuant to which Parent or any of its Subsidiaries receives from any Third Party a license or similar right to any Intellectual Property that is material to Parent or any of its Subsidiaries, other than licenses with respect to non-customized Software that is generally available and licensed pursuant to standard commercial terms; (viii) any Contract pursuant to which the Parent or any of its Subsidiaries grants to any Third Party a license or similar right to any Intellectual Property that is material to Parent or any of its Subsidiaries, other than non-exclusive licenses granted in the ordinary course of business; (ix) Contracts with (A) the top ten (10) customers of Parent based on revenues for the year ending December 31, 2019 and (B) the top ten (10) vendors of Parent based on costs for the year ending December 31, 2019; (x) any Related Party Contract; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) that will (A) involve payments after the date hereof in excess of $100,000 or (B) impose material monitoring or reporting obligations outside the ordinary course of business consistent with past practice; (xii) any Contract that is a lease of real property to which Parent or any of its Subsidiaries is a party, as lessee and which provides for annual lease payments in excess of $500,000; (xiii) any Collective Bargaining Agreement; (xiv) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of Parent or any of its Subsidiaries (other than any such Contracts that are terminable by Parent or any of its Subsidiaries on ninety (90) days or less notice without any required material payment or other material conditions, other than the condition of notice); and (xv) any Contract that relates to the acquisition or disposition of any Person, business or asset (other than any Contract or arrangement that provides solely for the acquisition of equipment or products in the ordinary course of business) and under which Parent or its Subsidiaries have a material continuing indemnification obligation, including a material “earn-out” or similar contingent payment obligations. (b) True and complete copies of each Material Contract in effect as All of the date hereof has been made available Parent Material Contracts are, subject to the Bankruptcy and Equity Exceptions, valid and binding obligations of Parent or publicly filed with a Subsidiary of Parent (as the SEC prior case may be) and, to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the CompanyParent, as each of the other parties thereto, and in full force and effect and enforceable in accordance with their respective terms against Parent or its Subsidiaries (as the case may be) and, to the knowledge of Parent, each of the other parties thereto (except for such Parent Material Contracts that are terminated after the date hereofof this Agreement in accordance with their respective terms; provided that if such termination is at the option of Parent or any of its Subsidiaries, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably termination must be expected to have, individually or in the aggregateordinary course of business), a Company Material Adverse Effect. Except as except where the failure to be valid and binding obligations and in full force and effect and enforceable has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the knowledge of Parent, each no Person is seeking to terminate or challenge the validity or enforceability of any Parent Material Contract is Contract, except such terminations or challenges that have not had and would not reasonably be expected to have, individually or in the aggregate, a validParent Material Adverse Effect. Neither Parent nor any of its Subsidiaries, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, nor to the knowledge of Parent, any of the Companyother parties thereto has violated any provision of, or committed or failed to perform any act that (with or without notice, lapse of each other party theretotime or both) would constitute a default under any provision of, and is neither Parent nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Parent Material Contract, except for those violations and defaults (or potential defaults) that have not had and would not reasonably be expected to have, individually or in full force and effectthe aggregate, subject to the Enforceability Limitationsa Parent Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.20 of the Company Disclosure Letter contains a complete and correct list, Schedule lists each of the Company Agreements of the following types which are in effect as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which hereof (the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each caseAgreements described by the immediately following clauses, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans not listed on Section 4.10(a) 3.20 of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) Schedule, being referred to herein as the “Company Material ContractContracts”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (ii) any collective bargaining agreement or other agreement with any union or other labor organization; (iii) any agreement or note evidencing any indebtedness for borrowed money or any guaranty of any such indebtedness of another person or creating any Lien (other than a Permitted Lien) in excess of $50,000; (iv) any agreement which (A) purports to limit the manner in which, or the localities in which, the Company, any of its Subsidiaries or any other entity (including, after the Effective Time, Parent or its affiliates) is entitled to conduct any material portion of its business, (B) could require the disposition of any material assets or line of business of the SECCompany or its respective Subsidiaries (or, after the Effective Time, of Parent or its affiliates), (C) with respect grants “most favored nation” status or (D) materially prohibits or limits the right of the Company or any of its Subsidiaries to sell any services or use, transfer, license, distribute or enforce any of their respective Intellectual Property rights; (v) any agreement that would prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement; (vi) any agreement containing a standstill or similar agreement pursuant to which the Company or any Subsidiary has agreed not to acquire assets or securities of the other party or of any of the affiliates of such party; (vii) any agreement between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares; (viii) any agreement providing for indemnification by the Company or any of its Subsidiaries of any person, except for such indemnification provisions as are (A) customary in the Company’s industry or incidental to the routine conduct of its business, (B) not reasonably likely to be material to the Company or any of its Subsidiaries and (C) entered into in the ordinary course of business; (ix) any material partnership, joint venture or similar arrangement; (x) any agreement granting or obtaining any right to use any rights under any material Intellectual Property to which the Company or any of its Subsidiaries is a party or otherwise bound; and (xi) any agreement executed on or after December 31, 2004 involving the acquisition or disposition by the Company or any of its Subsidiaries of assets not in the ordinary course of business or pursuant to which the Company or any of its Subsidiaries has any ownership interest in any other person or other business enterprise other than the Company’s Subsidiaries. (b) True and complete copies of each Material Contract in effect as of the date hereof The Company has been made available to Parent or publicly filed with the SEC prior to the date hereofMerger Sub a true and complete copy of each Company Material Contract. Neither Each Company Material Contract is a valid and binding obligation of the Company nor and/or any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had its Subsidiaries party thereto (and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no each other party to any Material Contract thereto) and is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectfull force and effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of Neither the Company or the Company Subsidiary which is party thereto andany of its Subsidiaries nor, to the knowledge of the Company, of each any other party thereto, and is in full force and effectmaterial breach of or default under any Company Material Contact. Neither the Company nor any of its Subsidiaries has received written notice of, subject or to the Enforceability Limitationsknowledge of the Company, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of the Company or any of its Subsidiaries, or to the knowledge of the Company, any other party thereto, under any Company Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 of Agreement and as set forth in the Company Disclosure Letter contains a complete and correct listSEC Documents, as of the date of this Agreement, of Company has made available to Parent each Contract described below in this Section 4.17(a3.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any Company Subsidiary is a party or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement hereof other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) 3.17(a), being referred to herein as the “Material Contract”): (i) each Contract that limits would purport to limit in any material respect the freedom of the Company, any of its Subsidiaries or any of Parent and its affiliates (including Parent the Surviving Company and its affiliates any Company Subsidiary) after the First Effective Time) Time to compete or engage in any line of business or geographic region or with any Person, Person or sell, supply or distribute any product or service or that otherwise has would have the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates (including the Surviving Company and any Company Subsidiary) after the First Effective Time) Time from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) each Contract that limits the freedom of the Company, any Company Subsidiary or any of their respective affiliates to negotiate or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions; (iii) any material legal partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-wholly owned Subsidiaries) or similar material Contract; (iiiiv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,00050,000; (ivv) each Contract that gives any Contract pursuant Person the right to which acquire any assets of the Company or any Company Subsidiary licenses (in or outexcluding ordinary course commitments to purchase Company Products) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) after the date hereof with respect to any Company IP, in each case that is material to the conduct consideration of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less more than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business50,000; (vvi) each IP Contract; (vii) any settlement agreement or similar Contract imposing operational restrictions restricting in any material respect the operations or conduct requirements on of the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (viviii) any Contract providing for (i) any severance, termination payment, or advance notice of termination to any current employee or independent contractor (or any former employee or independent contractor to the extent that any severance or termination payment obligations remain outstanding) of the Company or any Company Subsidiary (except for Contracts providing for no greater notice nor greater statutory severance pay than is required by applicable Law and Contracts with individual independent contractors providing for an advance notice period of thirty (30) days or less that can be terminated without material liability to the Company or any Company Subsidiary) or (ii) retention payments, change of control payments, accelerated vesting or any other payment or benefit that may or will become due as a result of the Merger or any other transaction contemplated by this Agreement; (ix) each Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 50,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyhereof; (viix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course Ordinary Course of business Business and in excess of $1,000,00050,000; (viiixi) each Contract that grants any right of first refusal or right of first offer or that limits or would purport to limit the ability of the CompanyCompany (or the Surviving Company after the Effective Time), any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ixxii) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is would be binding on the Company or its affiliates, including Parent or its affiliates (including the Surviving Company and any Company Subsidiary) after the First Effective Time; (xxiii) each Company Lease; (xixiv) each Contract relating to outstanding or potential Indebtedness for borrowed money (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,00050,000 or relating to any Liens on the material assets of the Company or any Company Subsidiary; (xiixv) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,00025,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xivxvi) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate affiliate, beneficial owner, associate or immediate family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvixvii) any Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has have been made available to Parent or publicly filed with the SEC on the SEC’s website at least one (1) Business Day prior to the date hereofof this Agreement. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a (1) Company Material Adverse EffectEffect or (2) material adverse effect on the ability of the Company to consummate the Transactions, including the Mergers, prior to the Outside Date. To the knowledge of the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations. (c) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2022, (i) none of the Company, any Company Subsidiary or any of their respective Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the Company’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, (ii) none of the Company or any Company Subsidiary has received any request to show cause (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iii) none of the Company or any Company Subsidiary, to the Company’s Knowledge, is the subject of a finding of non-compliance, nonresponsibility or ineligibility for government contracting, (iv) none of the Company or any Company Subsidiary is for any reason listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of their respective directors, officers, employees or Principals (as defined in Federal Acquisition Regulation 52.209-5), nor to the Company’s Knowledge, any consultants or agents of the Company or any Company Subsidiary, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Company Government Contract, the subject of any actual or, to the Company’s Knowledge, threatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of the Company or any Company Subsidiary with respect to any Company Government Contract, including any alleged material irregularity, misstatement or omission arising thereunder or relating thereto, and to the Company’s Knowledge, there is no basis for any such investigation, indictment, lawsuit or audit and (vi) neither the Company nor any Company Subsidiary has made any voluntary disclosure (A) to any Governmental Entity with respect to any alleged material irregularity, misstatement, omission, fraud or price mischarging, or other violation of Law, arising under or relating to a Company Government Contract or (B) under the Federal Acquisition Regulation mandatory disclosure or payment provisions to any Governmental Entity and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure thereunder.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Disclosure Schedule lists all written or oral Contracts, guarantees, leases, and executory commitments to which any Majority-Owned Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) is party or to which any of their respective properties Majority-Owned Company or its assets is are subject, in each case as having any of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) following characteristics (each of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the following, a “Material Contract”): (i) each Contract involving performance of services or delivery of goods or materials by or to one or more Majority-Owned Companies, or that limits otherwise provide for the payment or receipt of funds, goods or services by or to any Majority-Owned Company, of an amount or value in excess of a Material Company Amount; (ii) containing covenants that in any material respect way purport to restrict the business activity of any Majority-Owned Company or any affiliate entity of any Majority-Owned Company or limit the freedom of the Company, any of its Subsidiaries Majority-Owned Company or any affiliate entity of its affiliates (including Parent and its affiliates after the First Effective Time) any Majority-Owned Company to compete or engage in any line of business or geographic region to compete with any Person or to hire or contract with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition containing minimum purchase conditions or divestiture Contract that contains representations, covenants, indemnities requirements or other obligations (including “earnout” terms that restrict or other contingent payment obligations) that would reasonably be expected to result in limit the receipt purchasing relationships of any Majority-Owned Company or making of future payments in excess of $1,000,000its affiliates, or any customer, licensee or lessee thereof; (iv) involving any indenture, mortgage, promissory note, loan agreement, or guarantee of amounts in excess of a Material Company Amount, letter of credit or other Contract or commitment for the borrowing or the lending of amounts in excess of a Material Company Amount by any Majority-Owned Company or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of any Majority-Owned Company; (v) involving annual revenues or expenditures to the business of any Majority-Owned Company in excess of five percent (5%) of such Majority-Owned Company’s annual revenues; (vi) providing for “earn-outs” or other contingent payments involving more than a Material Company Amount over its term; (vii) concerning confidentiality obligations of any Majority-Owned Company, other than obligations and related provisions contained in Majority-Owned Company agreements with their respective customers, partners and consultants (and prospective ones) which are reasonably appropriate or customary in the industry of the Majority-Owned Company or customer, or given the nature of the business relationship; (viii) involving any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or any other material plan or arrangement for the benefit of the current or former directors, officers, and employees of any Majority-Owned Company; (ix) with Seller or any director, officer or employee or any affiliated Person of any director or officer of Seller (including inter-company agreements); (x) with any director, officer or employee or any affiliated Person of any director, officer or employee of any Majority-Owned Company (other than standard Company offer letters, consulting agreements, form confidentiality or invention assignment agreements and stock option grant agreements); or (xi) containing covenants that in any way purport to provide for an express undertaking by any Majority-Owned Company to be responsible for consequential damages of any other Person. (b) No officer, director, agent, employee, consultant, or contractor of any Majority-Owned Company is bound by any Contract pursuant that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to engage in or continue any conduct, activity, or practice relating to the business of the applicable Majority-Owned Company or assign to the applicable Majority-Owned Company or to any other Person any rights to any invention, improvement, or discovery relating to the business of the applicable Majority-Owned Company. (c) Each Material Contract is in full force and effect and is valid and enforceable in accordance with its terms. Each Majority-Owned Company is in full compliance with all material applicable terms of each Material Contract to which it is party. To the knowledge of Seller and any Majority-Owned Company, each other Person that has any obligation or liability under any Material Contract is in full compliance with all material applicable terms thereof. (d) To the knowledge of Seller or any Majority-Owned Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) is likely to contravene, conflict with, or result in a violation or breach of, or give any Majority-Owned Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Material Contract. No Majority-Owned Company Subsidiary licenses has given to or received from any other Person any notice or other communication (whether oral or written) regarding any intention to terminate or cancel any Material Contract or any actual or alleged violation or breach of, or default under, any Material Contract. (e) To the knowledge of Seller or any Majority-Owned Company, there are no renegotiations of, attempts to renegotiate, or outstanding rights or demands to renegotiate any amounts equal to or in excess of a Material Company Amount paid or outpayable to any Majority-Owned Company under any Material Contract. (f) Intellectual Property Rights No Majority-Owned Company is currently contemplating any transaction or has series of transactions relating to the merger, consolidation, or reorganization of such Majority-Owned Company, or the sale, lease or other disposition of a material portion of such Majority-Owned Company’s assets, or the issuance of such Majority-Owned Company’s equity securities or securities directly or indirectly exercisable for, or convertible into, such Majority-Owned Company’s equity securities (other than stock options granted to a third party an option directors, employees or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries consultants in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the business by a Majority-Owned Company or any Company Subsidiary or any as approved by such Majority-Owned Company’s board of their respective affiliates (including the Parent directors, consistent in substance and its affiliates after the First Effective Timeamount with such Majority-Owned Company’s past practice); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 4.15 of the Company Premier Disclosure Letter contains a complete and correct list, as Schedule lists all of the date of this Agreementfollowing written or oral executory contracts, of each Contract described below in this Section 4.17(a) under which agreements and commitments (collectively, the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”"PREMIER CONTRACTS"): (i) each Contract that limits in any material respect the freedom of the Companyall employment, any of its Subsidiaries consulting or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete personal service agreements or engage in any line of business or geographic region or contracts with any Personpresent or former officer, sellmanager, supply member or distribute any product employee of Premier who has an annual salary of $50,000 or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholemore; (ii) any partnershipall loan or credit agreements, joint ventureand all bonds, limited liability company agreement (debentures, promissory notes or other than any such agreement solely between or among instruments of indebtedness, relating to the Company and its wholly-owned Subsidiaries) or similar Contractborrowing of money by Premier; (iii) each acquisition all guaranty, suretyship or divestiture Contract that contains representationssimilar arrangements under which Premier has guaranteed or is otherwise contingently or secondarily liable for any indebtedness, covenants, indemnities liability or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making obligation of future payments in excess of $1,000,000any Person; (iv) any Contract pursuant to which the Company all leases or any Company Subsidiary licenses (subleases of real property used in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of businessPremier; (v) any settlement agreement all contracts or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any agreements committing Premier to make a capital expenditure in excess of their respective affiliates (including the Parent and its affiliates after the First Effective Time)$10,000; (vi) each Contract not otherwise described all contracts, agreements, agreements in principle, letters of intent and memoranda of understanding which call for or contemplate the future disposition (including restrictions on transfer and rights of first offer or refusal) or acquisition of (or right to acquire) any interest in any other subsection business enterprise, and all contracts, agreements and commitments relating to the future disposition of this Section 4.17(a) pursuant to which a material portion of the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess assets and properties of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyPremier; (vii) all contracts, agreements with or commitments to any Contract that obligates Person containing any provision or covenant relating to the Company indemnification or any Company Subsidiary holding harmless by Premier which could result in a liability to make any capital investment or capital expenditure outside the ordinary course of business and Premier in excess of $1,000,00010,000 or more; (viii) each Contract that grants all contracts, agreements and undertakings with any right of first refusal Governmental Entity or right of first offer other Person which contain any provision or that limits covenant limiting (x) the ability of Premier to engage on any line of business, to compete with any Person, to do business with any Person or in any location or to employ any Person or (y) the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose ability of any material businesses Person to compete with or material assets;obtain products or services from Premier; and (ix) each supply all outstanding proxies, powers of attorney or payment processing Contract that contains similar delegations of authority granted by Premier to any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time;other Person. (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (all other contracts, agreements with or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by to any asset) in an amount in excess Person involving consideration with a value of $1,000,000; (xii) each Contract involving derivative financial instruments 10,000 or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) more. Premier has delivered to the Company iExalt Parties a true and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies correct copy of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereofPremier Contract. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Each Premier Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to havefull force and effect and constitutes a legal, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had valid and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto Premier, and, to the knowledge of the CompanyPremier Parties, of each other Person that is a party theretoto it. Premier is not, and is in full force and effect, subject to the Enforceability Limitationsknowledge of the Premier Parties, no other party to any Premier Contract is, in material violation or breach of or in material default under such Premier Contract, or with or without notice or lapse of time or both, would be in violation or breach of or in default under any such Premier Contract. Except as set forth on Section 4.15 of the Premier Disclosure Schedule, no Premier Contract provides that any party thereto other than Premier may terminate such Premier Contract by reason of the execution of this Agreement or the consummation of the Merger.

Material Contracts. (a) Except for this Agreement, as set forth in Section 4.17 3.18(a) of the Company Disclosure Letter contains a complete Schedule and correct listexcept for Company Benefit Plans, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which neither the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which nor any of their respective properties its Subsidiaries is a party to or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):bound by: (i) each Contract that limits any “material contract” (as such term is defined in any material respect the freedom Item 601(b)(10) of Regulation S-K of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeSEC); (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company SubsidiarySubsidiary of the Company, on the one hand, and any officer, director director, shareholder or affiliate (other than a wholly owned Company SubsidiarySubsidiary of the Company) of the Company or any Subsidiary of the Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any Subsidiary of the Company Subsidiary has an obligation to indemnify such officer, director, shareholder, affiliate or family member, but not including any Company Benefit Plans; (iii) any Contract that imposes any restriction on the right or ability of the Company, any of its Subsidiaries or any Affiliate of any of them to conduct or compete with any other person in any line of business or geographic region, solicit any customer (or that following the Effective Time will restrict the ability of Parent or its Subsidiaries to engage in any line of business or compete in any geographic area); (iv) any Contract that obligates the Company or its Subsidiaries (or following the Effective Time, Parent or its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or which contains a “most favored nation” or similar covenant; (v) any agreement relating to Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount (or, in the case of Indebtedness of the type described in clause (F) thereof, with a termination value) in excess of $1,000,000; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (vii) any Contract that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or business (whether by merger, sale of stock or otherwise) that contain ongoing obligations that are material to the Company and its Subsidiaries, taken as a whole; (viii) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (ix) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (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; (x) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person, except for (A) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, (B) extended payment terms for customers in the ordinary course of business, (C) prepayment of Taxes for repatriated employees of the Company and its Subsidiaries or (D) loans, advances or capital contributions to, or investments in, any Person (other than the Company or any of its Subsidiaries) not in excess of $1,000,000 individually; (xi) any settlement entered into since July 31, 2015 (A) with a Governmental Entity, (B) that requires the Company and its Subsidiaries to pay more than $1,000,000 or (C) imposes any material restrictions on the business of the Company or its Subsidiaries; (xii) any Contract that is material to the business of the Company and its Subsidiaries, taken as a whole, (A) granting the Company or one of its Subsidiaries any right to use any Intellectual Property (which for purposes of this Section 3.18(a)(xii), excludes generally commercially available software) or (B) permitting any third person to use any Company Owned Intellectual Property, including any license agreements, coexistence agreements and covenants not to ▇▇▇, but excluding licenses granted to customers and third party service providers in the ordinary course of business; (xiii) any Contract that involved the payment of more than $5,000,000 by the Company and its Subsidiaries in the twelve months ended July 31, 2018 or that is reasonably expected to result in the payment of such amount by the Company and its Subsidiaries in the twelve months ended July 31, 2019; (xiv) any Contract that involved the receipt of more than $5,000,000 by the Company and its Subsidiaries in the twelve months ended July 31, 2018 or that is expected to result in the receipt of such amount by the Company and its Subsidiaries in the twelve months ended July 31, 2019; (xv) each collective bargaining agreement and each any Contract with providing for the outsourcing, contract manufacturing, testing, assembly or fabrication of any labor union; andmaterial products, Technology or services of the Company or any of its Subsidiaries; (xvi) any material Government Contract that has not otherwise described in been closed out; (xvii) any Contract relating to the creation or existence of any Lien (other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECthan Permitted Liens) with respect to any material asset of the Company or any Subsidiary of the Company; or (xviii) any Contract with any Top Customer (excluding purchase orders issued in the ordinary course of business). All contracts of the types referred to in clauses (i) through (xviii) above (whether or not set forth on Section 3.18(a) of the Company Disclosure Schedule), are referred to herein as “Company Material Contracts.” The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Company Material Contract as in effect on the date of this Agreement. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Subsidiary of the Company Subsidiary is in breach of or default under the terms of any Company Material Contract where such breach or default has not had and would reasonably be expected and, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such and 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 has had or would reasonably be expected to have, individually or in under the aggregate, a terms of any Company Material Adverse Effect. Except Contract, in each case except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each . Each Company Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Subsidiary of the Company Subsidiary which that is party thereto and, to the knowledge of the Company, of each other party theretothereto (except in each case as enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought), and is in full force and effect, subject in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the Enforceability Limitationsknowledge of the Company, threatened with respect to any Company Material Contract and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract prior to its stated expiration date to terminate for default, convenience or otherwise any Company Material Contract, nor to the knowledge of the Company, is any such party threatening to do so, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Section 3.18(c) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, a list of each Top Customer and Top Vendor, the corresponding revenues or expenditures, as applicable, during the twelve (12) months ended July 31, 2018 (in the case of a Top Customer) or during the six (6) months ended January 31, 2018 (in the case of a Top Vendor), and a brief description of the products supplied or purchased, as the case may be. No Top Customer or Top Vendor 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.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.11 of the Company Disclosure Letter contains a complete Schedule lists the following Contracts, other than Tenant Leases, Ground Leases, Easements, and correct listOption Leases, to which, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):Subsidiaries is a party or by which any them is bound: (i) each any Contract that limits in any is filed or would be required to be filed by the Company as a material respect the freedom contract pursuant to Item 601(b)(10) of Regulation S-K of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeSEC; (ii) any partnershipindenture, joint venturecredit agreement, limited liability company agreement (loan agreement, security agreement, guarantee, note, mortgage or other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contractevidence of Indebtedness; (iii) each acquisition or divestiture any Contract that contains representations, covenants, indemnities requires or other obligations (including “earnout” or other contingent payment obligations) that would is reasonably be expected likely to result in (x) annual payments to or from the receipt Company or making any of future the Company Subsidiaries of more than $100,000 or (y) aggregate payments in excess to or from the Company or any of the Company Subsidiaries of more than $1,000,000200,000; (iv) any Contract pursuant to which that prohibits the payment of dividends or distributions in respect of Company Capital Stock or the capital stock or other equity interests of the Company Subsidiaries, prohibits the pledging of Company Capital Stock or the capital stock or other equity interests of any of the Company Subsidiaries or prohibits the issuance of guarantees by the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on that materially restricts the ability of the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described Affiliate thereof to compete in any other subsection of this Section 4.17(a) pursuant business or with any Person in any geographical area or to which the Company solicit customers, clients or any Company Subsidiary is obligated to payemployees, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment grants any exclusive rights or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates similar right (including Parent or any of its affiliates after with respect to the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose sale of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) assets of the Company or the any Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000Subsidiary); (xiivi) each any Contract involving derivative financial instruments relating to any acquisition, divestiture, merger or arrangements similar transaction that (including swaps, caps, floors, futures, forward contracts and option agreementsA) for which the aggregate exposure (or aggregate value) to could result in payments by the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value (B) has continuing indemnification, “earn-out” or other contingent payment obligations in excess of $1,000,000250,000; (vii) any Contract granting a Lien, other than a Permitted Encumbrance, upon any material asset owned by the Company or any Company Subsidiary; (viii) any Contract for the lease of any material real or personal property; (ix) any operations and maintenance agreement or similar agreement; (x) any construction agreement or similar agreement providing for any payment by the Company or any Company Subsidiary in excess of $500,000; (xi) any Contract that governs any joint venture, partnership or other cooperative arrangement or any other relationship involving a sharing of profits; (xii) any Contract providing for the purchase of more than $1,000,000 of Tower Sites; (xiii) each operating expense or revenue generating any material Contract with relating to Intellectual Property (excluding non-exclusive licenses in the top 5 property managers, top 3 advertising contracts and top 5 suppliers ordinary course of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015business); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary 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 Contracts upon which the Company Company’s business is substantially dependent or any Company Subsidiary has an obligation the termination or cancellation of which would reasonably be expected to indemnify such officer, director, affiliate or family member;have a Material Adverse Effect; and (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) outstanding commitment to enter into any Contract not otherwise of the type described in any other subsection clauses (i) through (xiv) of this Section 4.17(a3.11(a). Each such Contract described in clauses (i) that would constitute through (xv) is referred to herein as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the CompanyMaterial Contract.” (b) True The Company has previously furnished or made available to Parent true and complete copies of each Material Contract in effect and, except as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of have or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except Effect or as has not had set forth on Section 3.11(b) of the Company Disclosure Schedule, (i) subject to the Bankruptcy and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectEquity Exception, each of the Material Contract Contracts is in full force and effect and is a validlegal, valid and binding and enforceable obligation of the Company or the Company Subsidiary which party thereto, and is party thereto enforceable against the Company or the Company Subsidiary, as applicable, in accordance with its terms, and, to the knowledge Knowledge of the Company, is a legal, valid and binding obligation of each the other parties thereto, and (ii) there is no default, breach or violation under any Material Contract by the Company or any of the Company Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and is in full force and effectno condition exists or event has occurred that with the lapse of time or the giving of notice or both would constitute a default, subject breach or violation thereunder by the Company or any of the Company Subsidiaries or, to the Enforceability LimitationsKnowledge of the Company, by any other party thereto or would permit the termination, modification or acceleration by the other party thereto.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.14 of the Company Disclosure Letter contains sets forth a complete and correct list, as list of all of the date of this Agreement, of each Contract described below in this Section 4.17(afollowing Contracts (x) under to which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets its Subsidiaries is subject, in each case a party as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(aor (y) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of by which the Company, any of its Subsidiaries or any Company Assets are bound as of the date of this Agreement (in each case, other than any Company Benefit Plan) (collectively, the “Material Contracts”): (i) Any Contract which is required to be filed as an exhibit pursuant to Item 601(b)(1) of Regulation S-K under the Securities Act; (ii) Any Contract that involved aggregate payments or receipts under such Contract by the Company or any of its affiliates Subsidiaries of more than $5,000,000 over the twelve (including 12) month period ending on the Balance Sheet Date; (iii) Any Contract (A) containing a covenant limiting the freedom of the Company or any of its Subsidiaries (or that following the Acceptance Time or the Effective Time will restrict the ability of Parent and or any of its affiliates after the First Effective TimeSubsidiaries) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic areaarea or to compete with any Person in any material respect, (B) that by its terms grants any rights of first refusal or option to purchase or otherwise acquire any interest in a manner any of the material to properties or assets owned by the Company and or its Subsidiaries, taken as a whole; (iiC) granting the other party to such Contract or any partnership, joint venture, limited liability company agreement other Person “most favored nation” status or (D) that provides for “exclusivity” or any similar requirement in favor of any Person other than any such agreement solely between or among the Company and or its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or its Subsidiaries is restricted (or under which following the Acceptance Time Parent or any Company Subsidiary licenses (of its Subsidiaries will be restricted) in any respect in the distribution, marketing or out) Intellectual Property Rights purchasing of its products or has granted to a third party an option or services, other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IPthan, in the case of each case that is material to the conduct of the Company’s clauses (A)—(D), distributor and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) supplier Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries entered into in the ordinary course of business; (viv) any settlement agreement Any Contract providing for the acquisition, disposition, sale, license or similar Contract imposing operational restrictions lease of material properties or conduct requirements on assets (by merger, purchase or sale of stock or assets or otherwise) by the Company or any of its Subsidiaries (A) which has not been consummated prior to the date hereof and involving payments or receipt of payments by the Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates Subsidiaries after the First Effective Time)date hereof in excess of $5,000,000 or (B) which has been consummated prior to the date hereof and containing continuing material indemnification, “earn-out” or other similar contingent obligations; (v) Any material Contract for the lease or sublease by the Company or any of its Subsidiaries (as lessee) of any real property; and (vi) each Any Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to under which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve its Subsidiaries has incurred any indebtedness (12) month period following the date hereof and which cannot be terminated by the Company on less other than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates from the Company or any of its Subsidiaries), or issued any note, bond, debenture or similar evidence of indebtedness to any Person (other than the Company Subsidiary to make or any capital investment or capital expenditure outside of its Subsidiaries), in each case other than trade credit in the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Companybusiness. (b) True The Company has made available to Parent true and complete copies of each all Material Contract Contracts, including any amendments thereto as in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior hereof. Each Material Contract is, subject to the date hereof. Neither effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity, a valid and binding agreement of the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract its applicable Subsidiary, except where such breach or default has failure to be valid and binding would not had and would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To the knowledge None of the Company, as its applicable Subsidiary and, to the Knowledge of the date hereofCompany, no any other party to any Material Contract thereto, is in breach of or default under (nor, to the terms Knowledge of the Company, is there any Material Contract where such condition or event which, with or without notice, lapse of time or both, would constitute a breach or default has had or default) under any such Material Contract, in each case, except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had For the purposes of this Section 3.14(b), the term “Material Contract” shall be deemed to include any Contract entered into after the date of this Agreement and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, prior to the knowledge of the CompanyAcceptance Time that, of each other party thereto, and is in full force and effect, subject if entered into prior to the Enforceability Limitationsdate of this Agreement, would qualify as a Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.7(a) of the Company Disclosure Letter contains Schedule sets forth (in subsections corresponding to the subsections hereof) a true and complete and correct list, as list of all of the date of this Agreement, of each Contract described below in this Section 4.17(a) under following Contracts to which the Company or any Company its Subsidiary has any current is a party or future rightsby which it or its properties, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties rights or assets is subject, in each case are bound as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as collectively, the “Material ContractContracts”): (i) each Contract (A) employment Contracts or consulting Contracts with any employee or individual consultant of the Company or its Subsidiary, and all severance, change in control, retention or similar Contracts with any current or former Stockholders, directors, officers, employees, or individual consultants of the Company or its Subsidiary that limits would result in any material obligation (absolute or contingent) of the Company or its Subsidiary to make any payment to any such Person following either the consummation of the transactions contemplated hereby, termination of employment (or the relevant relationship) or both; and (B) labor or collective bargaining Contracts (if any); (ii) Contracts reasonably likely to involve revenues, receipts, expenditures or liabilities in excess of $250,000 per annum or $500,000 in the aggregate that are not cancelable by the Company or its Subsidiary (without penalty, cost or other liability) upon sixty (60) days’ notice or less; (iii) (A) promissory notes, loan agreements, indentures, evidences of Indebtedness or other similar instruments and Contracts relating to the borrowing or lending of money, whether as borrower, lender or guarantor; (B) any interest rate swaps, caps, floors or option Contracts or any other interest rate risk management arrangement or foreign exchange Contracts; (C) performance or payment guarantees, letters of credit, security agreements, pledges, keep-well arrangements and other similar credit support obligations or arrangements; and (D) Contracts involving any obligation or liability of the Company or its Subsidiary (whether absolute, accrued, contingent or otherwise), as surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any other Person, in each case, to the extent there are obligations of the Company or its Subsidiary in excess of $50,000 outstanding thereunder; (iv) (A) Contracts containing any limitation on the freedom of the Company, any of its Subsidiaries Company or any of its affiliates Affiliates (including or which following the Effective Time would, by the express terms of such Contract, purport to limit the freedom of Parent and or any of its affiliates after the First Effective TimeAffiliates) to compete or engage in any line of business or geographic region or compete with any PersonPerson or to operate at any location in the world, sellincluding non-competition non-solicitation and standstill obligations, supply exclusivity rights and “most favored nation” provisions; (B) Contracts that grant to any Person any options, rights of first refusal, first offer or co-sale or similar preferential rights to purchase any assets, properties or securities of the Company or its Subsidiary; or (C) Contracts requiring the Company or its Subsidiary to purchase all or substantially all of its requirements for a particular product or service from a vendor, supplier or subcontractor or to make periodic minimum purchases of a particular product or service from a vendor, supplier or subcontractor; (v) Joint venture or partnership agreements or joint development, distribution or similar Contracts pursuant to which any third party is entitled or obligated to develop or distribute any product products or service or that otherwise has the effect provide any services on behalf of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and or its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between Subsidiary or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or its Subsidiary is entitled or obligated to develop or distribute any products or provide any services on behalf of any third party; (vi) Contracts for the acquisition, directly or indirectly (by merger or otherwise) of substantially all of the assets or capital stock of another Person; (vii) Contracts involving the issuance or repurchase of any capital stock of the Company or its Subsidiary licenses other than (in A) the Company Stock Option Plan, (B) the Warrants, and (C) any Contracts pursuant to which any Stock Options and Warrants outstanding on the date hereof were issued; (viii) Contracts relating to (i) marketing (A) with distributors, dealers, manufacturer’s representatives, sales agencies, advertising agencies or outfranchisees for or of the Company or its Subsidiary, (B) Intellectual Property Rights pursuant to which the Company or its Subsidiary has granted agreed to act as a distributor, dealer, manufacturer’s representative, sales agent, advertising agents or franchisee for or of another Person and (C) providing for the payment of a commission, royalty, brokerage, finder’s or referral or similar fee calculated as or by reference to a third party an option percentage of the revenues or profits of the Company or its Subsidiary or of any business segment or product of the Company or its Subsidiary (other right than arrangements to pay commissions or immunity fees to employees in the ordinary course of business consistent with past practice), or (including a covenant not to be sued ii) any profit sharing or right to enforce revenue sharing arrangement with the Company or prosecute any patents) its Subsidiary in connection with respect to any Company IP, in each case that is material to the conduct generation of content for the Company’s and the Company Subsidiaries’ business taken as a whole as currently conductedWebsites; (ix) Leases, except subleases or similar contracts representing an interest in or in respect of (A) any Real Property or (B) any material rights, assets or property; (x) Contracts for related to Intellectual Property and development, distribution or commercialization of Products (including Software, Systems and Websites), other than (a) off-the-shelf, shrink-wrapcommercially available, click through shrinkwrap, clickwrap or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary similar Software licenses with annual fees of less than $1,000,000 5,000 on a per-seat basis (or $50,000 in the aggregate if not sold on a per-seat basis) (but including any Open Source Licenses (to the extent required to be disclosed pursuant to Section 3.17(h)) and source code escrow agreements), (Bb) confidentiality or nondisclosure Contracts based on industry standard licenses of the Company IP granted by the Company or its Company Subsidiaries terms and entered into in the ordinary course of business, or (c) non-exclusive licenses of the Marks on a royalty-free basis in conjunction with the distribution or promotion of Products and based on industry standard terms. (xi) Contracts, directly or indirectly, with any Governmental Authority, including as subcontractor or otherwise, with any Person for the provision of goods, services or rights to or on behalf of any Governmental Authority; (vxii) any settlement agreement barter or similar Contract imposing operational restrictions multi-element Contracts, or conduct requirements on the Company Contracts or any Company Subsidiary or any series of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) Contracts pursuant to which the Company or any Company its Subsidiary is obligated performs services or revenue generating activities and another party thereto provides services to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000Subsidiary; (xiii) each operating expense Contracts with any Securityholder or revenue generating Contract Affiliate of the Company, including any agreements with the top 5 property managers, top 3 advertising contracts and top 5 suppliers directors or officers of the Company and or its Subsidiaries (determined by revenue Subsidiary whereby the Company or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015);its Subsidiary agreed to indemnify such director or officer; and (xiv) each Contract between the Company or any Company SubsidiaryContracts that, on the one handif terminated, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To True and complete copies of all Material Contracts have been made available to Parent by the knowledge Company. (b) Section 3.7(b) of the Company Disclosure Schedule sets forth a true and complete list of Contracts between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and any third party with respect to any Intellectual Property exclusively licensed by Ms. Huffington to the Company or its Subsidiary or that otherwise relates to Products. True and complete copies of all such Contracts have been delivered or made available to Parent by the Company, as . (c) Subject to receipt of the date hereof, no other party to any Material Contract is consents listed in breach Section 3.6 of or default under the terms Company Disclosure Schedule and the expiration of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectaccordance with its terms, each Material Contract is in full force and effect, is a valid, valid and binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto its Subsidiary, as applicable, and, to the knowledge Knowledge of the Company, of each other party theretothereto and is enforceable in accordance with its terms against the Company or its Subsidiary and, to the Knowledge of the Company, against each other party, and is such Material Contracts will continue to be valid, binding and enforceable in accordance with their respective terms and in full force and effecteffect immediately following the consummation of the transactions contemplated hereby, subject with no alteration or acceleration or increase in fees or liabilities as a result thereof. Neither the Company nor its Subsidiary is or is alleged in writing to be, and no other party is or alleged by the Company or its Subsidiary to be, in material default under, or in material breach or violation of, any Material Contract to which the Company or its Subsidiary, as applicable, is a party (or that is required to be disclosed in Section 3.7(b)), and to the Enforceability LimitationsKnowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both, would constitute such a default, breach or violation of any Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 2.13 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of Schedule specifically identifies by subsection each Contract described below in this Section 4.17(a) under to which the Company or any of its Subsidiaries is a party or by which the Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets its Subsidiaries is subjectotherwise bound that constitutes a Material Contract, and any amendments thereto. For purposes of this Agreement, each of the following shall be deemed to constitute a “Material Contract”: (i) any Contract in each case effect as of the date hereof with a customer or supplier that involved the payment or receipt of this Agreement other than Company Benefit Plans listed on Section 4.10(a) money in excess of $500,000 for either of the Company Disclosure Letter fiscal years ending December 31, 2014, or December 31, 2015 (all Contracts of the type described in this Section 4.17(a) being referred to herein each a “Major Customer” or “Major Supplier,” as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeapplicable); (ii) any partnership, joint venture, limited liability company agreement (venture or other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture any Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected relating to result in the receipt or making of future payments in excess of $1,000,000Indebtedness; (iv) any Contract materially limiting the freedom of the Company or any of its Subsidiaries to engage or participate, or compete with any other Person, in any line of business, market or geographic area; (v) any Contract (including proprietary information and invention assignment agreements, and similar employment agreements (each, a “PIIA”)) for Company Owned Intellectual Property and Company Licensed-In Intellectual Property, other than Excluded Intellectual Property In-Licenses; (vi) each Contract pursuant to which the Company or any of its Subsidiaries is a party that creates or grants a material Lien, other than Permitted Liens; (vii) any Contract (A) between the Company or any of its Subsidiaries and any Governmental Authority or (B) financed by any Governmental Authority and subject to the rules and regulations of any Governmental Authority concerning procurement; (viii) any Contract involving or incorporating any guaranty, any pledge, any performance or completion bond, any keepwell agreement or any surety arrangement; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has purchased any real property, or any Contract pursuant to which the Company Subsidiary licenses (in is a lessor or out) Intellectual Property Rights lessee of any real property or has granted to a third party an option of any machinery, office equipment, motor vehicles, office furniture, fixtures or other right or immunity personal property that by its terms requires the payment of in excess of $150,000 per annum; and (including a covenant x) any other Contract not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, made in each case the ordinary course of business that is material to the conduct of the Company’s and the Company Subsidiaries’ business Business taken as a whole as currently conducted, except whole. (Ab) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees Each Material Contract is a valid and binding agreement of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries Subsidiaries, as applicable, and is in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on full force and effect, and the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after Subsidiaries are not, and to the First Effective Time); (vi) each Contract not otherwise described Company’s Knowledge, neither is any other party thereto, in default in any other subsection material respect under the terms of this any such Material Contract, nor, to the Company’s Knowledge, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute an event of default thereunder. To the Company’s Knowledge, except as set forth in Section 4.17(a2.13(b) pursuant to which of the Disclosure Schedule, the Company and its Subsidiaries have not received any written notice to terminate, in whole or part, materially amend or not renew any Company Subsidiary executory obligation of a counterparty to a Material Contract that has not terminated or expired (in each case, according to its terms) prior to the date hereof. To the Company’s Knowledge, and except as set forth in Section 2.13(b) of the Disclosure Schedule, no Person is obligated actively renegotiating a Material Contract (except for any such Material Contract which has an expiration date or renewal date prior to payJuly 1, 2016, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot can be terminated by the Company counterparty for convenience on less than ninety (90) days’ notice without material payment or penalty; notice). Notwithstanding anything in this Section 2.13 to the contrary: (viii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability Section 2.13 of the Company, any Disclosure Schedule need not list or set forth past or present PIIAs for Company Subsidiary or any of its affiliates personnel; and (including Parent or any of its affiliates after ii) the First Effective Timeparties acknowledge and agree that Section 2.14 applies (and that this Section 2.13(b) does not apply) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary 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 Contracts deemed Material Contracts pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company2.13(a)(v). (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date For purposes of this Agreement, a “Material Contract” means each of each Contract described below the following Contracts which is currently in this Section 4.17(a) under effect and to which the Company or any Company Subsidiary has any current of its Subsidiaries is a party or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to by which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):are bound: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to the Company.Company and its Subsidiaries; (bii) True and complete copies any Collective Bargaining Agreement or other similar Contract with a Labor Organization; (iii) any Contract (excluding, for the avoidance of doubt, any purchase order) with any Significant Customer (based solely on the fiscal year ended February 29, 2012) or any Significant Supplier (based solely on the fiscal year ended February 29, 2012) providing for indemnification or any guaranty (in each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither case, under which the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, continuing obligations as of the date hereof), no other party to than (A) any Material guaranty by the Company of any of its Subsidiaries’ obligations or (B) any Contract is providing for indemnification entered into in breach connection with the distribution, sale or license of services or default under hardware or software products in the ordinary course of business consistent with past practice, which indemnification does not materially differ from the provisions embedded in Company’s standard terms of sale as provided or made available to Parent; (iv) any Material Contract where such breach containing any covenant, commitment or default has had or would reasonably be expected to have, individually or in other obligation (A) limiting the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation right of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person in any line of business, (B) granting any exclusive rights to any third party, (C) containing a “most favored nation” or similar provision, (D) including any “take or pay” or “requirements” obligation (excluding, for the avoidance of doubt, any purchase order), (E) prohibiting the Company Subsidiary or any of its Subsidiaries (or, after the Effective Time, Parent) from engaging in business with any Person or levying a fine, charge or other payment for doing so (other than any prohibition pertaining to the non-solicitation of employees) or (F) otherwise prohibiting or limiting the right of the Company or its Subsidiaries to sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or subassemblies, in each case other than any such Contracts that may be cancelled without liability to the Company or its Subsidiaries of more than $300,000 and upon notice of ninety (90) days or less; (v) any Contract (A) relating to the license, disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets other than in the ordinary course of business, (B) pursuant to which is party thereto andthe Company or any of its Subsidiaries will acquire any material ownership interest in any other Person or other business enterprise other than the Company’s Subsidiaries or (C) relating to the formation, control or operation of any joint venture; (vi) any Contract for the acquisition or disposition of any business containing any continuing (A) profit sharing arrangements or “earn-out” arrangements or (B) indemnification or similar contingent payment obligations; (vii) any joint marketing or development agreements under which the Company or any of its Subsidiaries have continuing obligations or costs in excess of $300,000 per year, to jointly market any product, technology or service, and which may not be canceled without penalty upon notice of ninety (90) days or less; (viii) any material outsourcing Contracts (including material Contracts to assemble, manufacture and package any Company Product); (ix) Based upon amounts paid or received thereunder during the knowledge most recent completed fiscal year of the Company, of each other party thereto(A) the top twenty (20) end-user or customer contracts (including OEM contracts), (B) the top five (5) distributor contracts, (C) to top ten (10) supplier contracts, (D) the top three (3) development contracts, and (E) the top five (5) sales representative contracts; (x) the top ten (10) Contracts (based upon amounts paid thereunder during the most recent completed fiscal year of the Company) containing any service obligation on the part of the Company or any of its Subsidiaries (as measured by continuing costs to be incurred by the Company or any of its Subsidiaries in connection with those services); (xi) any Contract that is listed in full force and effectSection 3.22(e) of the Company Disclosure Letter; (xii) any mortgages, subject indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the Enforceability Limitations.borrowing of money by, or extension of credit to, the Company or any of its Subsidiaries, other than (A) accounts receivables and payables in the ordinary course of business consistent with past practice and (B) loans to direct or indirect wholly-owned Subsidiaries; (xiii) any mortgage, lease, loan or other material Contract relating to any sale leaseback transaction of any real property previously owned by the Company or any of its Subsidiaries; (xiv) any Contract entered into since January 1, 2009 to settle a Legal Proceeding other than (A) releases entered into with former employees or independent contractors of the Company which do not contain cash settlements in excess of $500,000 or

Material Contracts. (a) Except for this Agreement, Section 4.17 No Acquired Company is a party to or bound by any of the Company Disclosure Letter contains following (a complete and correct list, as Contract responsive to any of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) following categories being hereinafter referred to herein as the a “Material Contract”): (i) any lease (whether of real or personal property) providing for annual rentals of 25,000 British pounds sterling or more; (ii) any Contract pursuant to which any Intellectual Property Right or Technology, including any Third Party IP (in each Contract that limits in case, excluding Foreground IP), is licensed, sold, assigned or otherwise conveyed or provided to any material respect the freedom of the Acquired Company or pursuant to which any Person has agreed not to enforce any Intellectual Property Right against any Acquired Company, other than Contracts for Generally Available Software; (iii) any Contract pursuant to which any Intellectual Property Right or Technology (in each case, excluding Foreground IP) is or has been licensed (whether or not such license is currently exercisable), sold, assigned or otherwise conveyed or provided to a third party by any Acquired Company, or pursuant to which any Acquired Company has agreed not to enforce any Intellectual Property Right against any third party. (iv) any Contract imposing any restriction on any Acquired Company’s right or ability, or, after the Closing, the right or ability of its Subsidiaries Purchaser or any of its affiliates Affiliates (including Parent and its affiliates after the First Effective TimeA) to compete or engage in any line of business or geographic region or with any Person or in any area or which would so limit the freedom of Purchaser or any of its Affiliates after the Closing Date (including granting exclusive rights or rights of first refusal to license, market, sell or deliver any of the products or services offered by any Acquired Company or any related Intellectual Property Right), (B) to acquire any product or other asset or any services from any other Person, sellto sell any product or other asset to or perform any services (other than products or services which are customized for a particular customer and which contain Foreground IP) for any other Person or to transact business or deal in any other manner with any other Person, supply or (C) to develop or distribute any product Intellectual Property Right or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates Technology (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company excluding Foreground IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business); (v) any settlement agreement Contract for the purchase of materials, supplies, goods, services, equipment or similar Contract imposing operational restrictions other assets providing for either (A) annual payments by any Acquired Company of 150,000 British pounds sterling or conduct requirements on more or (B) aggregate payments by any Acquired Company of 350,000 British pounds sterling in the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)past two years; (vi) each any Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company providing for “most favored customer” terms or any Company Subsidiary is obligated to paysimilar terms, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyincluding such terms for pricing; (vii) any Contract sales, distribution or other similar agreement providing for the sale of Company Products that obligates provides for (A) annual payments to any Acquired Company of 400,000 British pounds sterling or more or (B) aggregate payments to the Company or any Company Subsidiary to make any capital investment or capital expenditure outside Acquired Companies of 700,000 British pounds sterling in the ordinary course of business and in excess of $1,000,000past two years; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Companypartnership, any Company Subsidiary joint venture or any sharing of its affiliates (including Parent revenues, profits, losses, costs or liabilities or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assetsother similar Contract; (ix) each supply any Contract relating to the acquisition or payment processing Contract that contains disposition of any exclusivity business (whether by merger, sale of stock, sale of assets or otherwise) entered into after January 1, 2012 or pursuant to which any Acquired Company has any current or future rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Timeobligations; (x) each Company Lease; (xi) each any Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xi) in an amount in excess any Contract relating to the acquisition, issuance or transfer of $1,000,000any securities; (xii) each any Contract involving derivative financial instruments relating to any interest rate, currency or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (commodity derivatives or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000hedging transaction; (xiii) any Contract under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of any Acquired Company or (B) any Acquired Company has directly or indirectly guaranteed liabilities or obligations of any other Person (in each operating expense or revenue generating Contract with case other than endorsements for the top 5 property managers, top 3 advertising contracts purposes of collection in the ordinary course of business and top 5 suppliers of intercompany guarantees among the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015Acquired Companies); (xiv) each any Contract between relating to the Company or creation of any Company Subsidiary, on the one hand, and any officer, director or affiliate Lien (other than a wholly owned Company SubsidiaryPermitted Liens) with respect to any asset of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family memberAcquired Company; (xv) each collective bargaining agreement and each any Contract which contains any provisions requiring any Acquired Company to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services in the ordinary course of business consistent with any labor union; andpast practice); (xvi) any Contract with any Related Person; (xvii) any Contract with a Governmental Authority generating revenues in excess of 200,000 British pounds sterling per annum or that has been executed within the four months prior to the date of this Agreement; (xviii) any employment, severance, retention, change-in-control, bonus or other Contract with any current or former employee, officer, director, advisor or consultant of any Acquired Company (A) pursuant to which any Acquired Company has any current or future rights or obligations, (B) that provides for the payment of any cash or other compensation or benefits upon the consummation of the Transaction, or (C) that otherwise restricts any Acquired Company’s ability to terminate the employment or engagement of such individual without penalty or liability (excluding any penalty or liability in respect of the employee’s notice period and right not otherwise described to be unfairly dismissed), other than, in each case, Contracts entered into in the ordinary course of business consistent with past practice with any advisor, consultant or employee of any Acquired Company who receives less than 60,000 British pounds sterling in base compensation per annum; (xix) any Contract that cannot be provided to the Purchaser; and (xx) any other subsection Contract not made in the ordinary course of this Section 4.17(a) business that would constitute a “is material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the any Acquired Company. (b) True Subject to the limitations set forth in Section 5.04(b), Seller has made available to Purchaser accurate and complete copies of all written Contracts identified in Section 3.09(a) of the Disclosure Schedule, including all amendments thereto. Subject to the limitations set forth in Section 5.04(b), Section 3.09(a) of the Disclosure Schedule provides an accurate description of the material terms of each Material Contract identified in effect as Section 3.09(a) of the date hereof Disclosure Schedule that is not in written form. Seller has been made available notified Purchaser of any Contracts or portions thereof that Seller has withheld from Purchaser pursuant to Parent Section 5.04(b) and has disclosed to Purchaser any material liabilities or publicly filed with the SEC prior obligations under any such Contracts, to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each extent permitted thereunder. (c) Each Material Contract is a valid, valid and binding and enforceable obligation agreement of the Acquired Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject and no Acquired Company is and, to the Enforceability LimitationsKnowledge of Seller, no other party thereto is in default or breach in any material respect under the terms of any such Contract, and, to the Knowledge of Seller, other than as set forth in Section 3.04 of the Disclosure Schedule regarding the consummation of the Transaction, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (i) result in a violation or breach of any of the provisions of any Material Contract, (ii) give any Person the right to declare a default or exercise any remedy under any Material Contract, (iii) give any Person the right to accelerate the maturity or performance of any grant or rights or other obligation under a Material Contract, or (iv) give any Person the right to cancel, terminate or modify any Material Contract. (d) Since January 1, 2012, no Acquired Company has received any written notice or, to the Knowledge of Seller, any other communication regarding any violation or breach of, or default under, any Material Contract. (e) No Person is renegotiating, or has a right (or has asserted a right) pursuant to the terms of any Material Contract to renegotiate, any amount paid or payable to any Acquired Company under any Material Contract or any other material term or provision of any Material Contract.

Material Contracts. (a) Except for this Agreement, Section 4.17 of Agreement and as set forth in the Company Disclosure Letter contains a complete and correct listSEC Documents, as of the date of this Agreement, of Company has made available to Parent each Contract described below in this Section 4.17(a3.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any Company Subsidiary is a party or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement hereof other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) 3.17(a), being referred to herein as the “Material Contract”): (i) each Contract that limits would purport to limit in any material respect the freedom of the Company, any of its Subsidiaries or any of Parent and its affiliates (including Parent the Surviving Company and its affiliates any Company Subsidiary) after the First Effective Time) Time to compete or engage in any line of business or geographic region or with any Person, Person or sell, supply or distribute any product or service or that otherwise has would have the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates (including the Surviving Company and any Company Subsidiary) after the First Effective Time) Time from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) each Contract that limits the freedom of the Company, any Company Subsidiary or any of their respective affiliates to negotiate or, except for provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of the Transactions; (iii) any material legal partnership, joint venture, strategic alliance, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-wholly owned Subsidiaries) or similar material Contract; (iiiiv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,00050,000; (ivv) each Contract that gives any Contract pursuant Person the right to which acquire any assets of the Company or any Company Subsidiary licenses (in or outexcluding ordinary course commitments to purchase Company Products) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) after the date hereof with respect to any Company IP, in each case that is material to the conduct consideration of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less more than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business50,000; (vvi) each IP Contract; (vii) any settlement agreement or similar Contract imposing operational restrictions restricting in any material respect the operations or conduct requirements on of the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (viviii) any Contract providing for (i) any severance, termination payment, or advance notice of termination to any current employee or independent contractor (or any former employee or independent contractor to the extent that any severance or termination payment obligations remain outstanding) of the Company or any Company Subsidiary (except for Contracts providing for no greater notice nor greater statutory severance pay than is required by applicable Law and Contracts with individual independent contractors providing for an advance notice period of thirty (30) days or less that can be terminated without material liability to the Company or any Company Subsidiary) or (ii) retention payments, change of control payments, accelerated vesting or any other payment or benefit that may or will become due as a result of the Merger or any other transaction contemplated by this Agreement; (ix) each Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 50,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyhereof; (viix) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course Ordinary Course of business Business and in excess of $1,000,000;50,000; . (viiixi) each Contract that grants any right of first refusal or right of first offer or that limits or would purport to limit the ability of the CompanyCompany (or the Surviving Company after the Effective Time), any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ixxii) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is would be binding on the Company or its affiliates, including Parent or its affiliates (including the Surviving Company and any Company Subsidiary) after the First Effective Time; (xxiii) each Company Lease; (xixiv) each Contract relating to outstanding or potential Indebtedness for borrowed money (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,00050,000 or relating to any Liens on the material assets of the Company or any Company Subsidiary; (xiixv) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,00025,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xivxvi) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate affiliate, beneficial owner, associate or immediate family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvixvii) any Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has have been made available to Parent or publicly filed with the SEC on the SEC’s website at least one (1) Business Day prior to the date hereofof this Agreement. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a (1) Company Material Adverse EffectEffect or (2) material adverse effect on the ability of the Company to consummate the Transactions, including the Mergers, prior to the Outside Date. To the knowledge of the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations. (c) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2022, (i) none of the Company, any Company Subsidiary or any of their respective Principals (as defined in Federal Acquisition Regulation 52.209-5) has been debarred, suspended or excluded, or to the Company’s Knowledge, proposed for debarment, suspension or exclusion, from participation in or the award of Contracts or subcontracts for or with any Governmental Entity or doing business with any Governmental Entity, (ii) none of the Company or any Company Subsidiary has received any request to show cause (excluding for this purpose ineligibility to bid on certain Contracts due to generally applicable bidding requirements), (iii) none of the Company or any Company Subsidiary, to the Company’s Knowledge, is the subject of a finding of non-compliance, nonresponsibility or ineligibility for government contracting, (iv) none of the Company or any Company Subsidiary is for any reason listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs, (v) neither the Company nor any Company Subsidiary, nor any of their respective directors, officers, employees or Principals (as defined in Federal Acquisition Regulation 52.209-5), nor to the Company’s Knowledge, any consultants or agents of the Company or any Company Subsidiary, is or has been under administrative, civil or criminal investigation, indictment or information by any Governmental Entity with respect to the award or performance of any Company Government Contract, the subject of any actual or, to the Company’s Knowledge, threatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a routine contract audit) or investigation of the Company or any Company Subsidiary with respect to any Company Government Contract, including any alleged material irregularity, misstatement or omission arising thereunder or relating thereto, and to the Company’s Knowledge, there is no basis for any such investigation, indictment, lawsuit or audit and (vi) neither the Company nor any Company Subsidiary has made any voluntary disclosure (A) to any Governmental Entity with respect to any alleged material irregularity, misstatement, omission, fraud or price mischarging, or other violation of Law, arising under or relating to a Company Government Contract or (B) under the Federal Acquisition Regulation mandatory disclosure or payment provisions to any Governmental Entity and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure thereunder.

Material Contracts. (a) Except for this Agreement, Section 4.17 3.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of entry into this Agreement, of each Contract Contract, including all amendments, supplements, and side letters thereto that modify each such Contract, described below in this Section 4.17(a3.17(a) under to which the Company or any Company Subsidiary has any current is a party or future rights, responsibilities, obligations by which they are bound or liabilities (in each case, whether contingent by which they or otherwise) or to which any of their respective properties or assets is subjectare subject or bound, in each case as of the date of entry into this Agreement Agreement, other than any Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter Leases (all Contracts of the type described in this Section 4.17(a) 3.17(a), whether or not set forth on Section 3.17 of the Company Disclosure Letter, being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries Company Subsidiary or any of its their respective affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in each case, both (A) in any geographic area and (B) in a manner that is material to the Company and its the Company Subsidiaries, taken as a whole; (ii) any partnership, material joint venture, limited liability company agreement strategic alliance (other than any such agreement solely between or among the Company and its wholly-wholly owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that (A) requires future acquisition or divestiture by the Company with a value in excess of $5,000,000, or (B) contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Company Subsidiary of future payments in excess of $1,000,0005,000,000; (iv) each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary (excluding ordinary course commitments to purchase Company Products) after the entry into this Agreement with consideration of more than $5,000,000; (v) each Contract pursuant to which the Company or any Company Subsidiary licenses (in or outA) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a grants any license, covenant not to be sued assert or similar right to enforce any third party under or prosecute any patents) with respect to any Company IP, in each case Intellectual Property that is material to the conduct business of the Company’s Company and the Company Subsidiaries’ business , taken as a whole as currently conductedwhole, except (A) Contracts for off-the-shelfOrdinary Course Licenses, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses is granted a license, covenant not to assert, or similar right under or to any third party’s Intellectual Property that is material to the business of the Company IP granted by and the Company Subsidiaries, taken as a whole, other than non-exclusive licenses granted on substantially standard terms with respect to commercially available Software or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)information technology services; (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in 5,000,000 during the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyCompany’s Fiscal Year most recently ended prior to entry into this Agreement; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,0005,000,000 per annum; (viii) each Contract that is a Material Customer Agreement or a Material Supplier Agreement; (ix) each Contract that grants any right of first refusal or right of first offer or that limits is material to the ability Company and the Company Subsidiaries, taken as a whole, with respect to any material assets of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assetsCompany Subsidiaries; (ixx) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is are binding on the Company or its affiliates, affiliates (including Parent or and its affiliates after the First Effective Time; (x) and, in each case, are material to the Company Leaseand the Company Subsidiaries, taken as a whole; (xi) each Contract relating to outstanding Indebtedness for borrowed money (other than intercompany Indebtedness owed by the Company or potential Indebtedness (or commitments in respect thereofany Company Subsidiary) of the Company or the any Company Subsidiaries Subsidiary (whether incurred, assumed, guaranteed or secured by any asset) in an aggregate principal amount in excess of $1,000,0005,000,000; (xii) each Contract involving derivative financial instruments governing any collaboration, co-promotion, strategic alliance or arrangements (including swapsdesign project contract which, capsin each case, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) is material to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with Subsidiaries, taken as a notional value in excess of $1,000,000whole; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or involving any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each material collective bargaining agreement and each or other material Contract with any labor unionunion (or similar organization); and (xvixiv) any Contract not otherwise described in any other subsection of this Section 4.17(a3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither None of the Company nor or any Company Subsidiary is in (or has received any written claim of) breach of or default under the terms of any Material Contract where such and no event has occurred with notice or lapse of time or both that would constitute a breach or default thereunder by the Company or any of the Company Subsidiaries, in each case except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company’s Knowledge, as of the date hereofentry into this Agreement, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable enforceable, obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company’s Knowledge, of each other party thereto, and is in full force and effect, in each case, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreementas set forth on EXHIBIT 3.7, Section 4.17 of neither the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which nor any of their respective its properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred a party to herein as the “Material Contract”): or bound by any (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant contract not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries made in the ordinary course of business; (v) any settlement agreement , or similar Contract imposing operational restrictions involving a commitment or conduct requirements on payment by the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 50,000 or, in the twelve Company's belief, otherwise material to the business of the Company; (12ii) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment contract among stockholders or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any granting a right of first refusal or right of first offer for a partnership or that limits a joint venture or for the ability of the Companyacquisition, any Company Subsidiary sale or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose lease of any material businesses assets or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) capital stock of the Company or any Company Subsidiary other Person or any involving a sharing of their respective “associates” profits; (iii) mortgage, pledge, conditional sales contract, security agreement, factoring agreement or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) similar contract with respect to any real or tangible personal property of the Company; (iv) loan agreement, credit agreement, promissory note, guarantee, subordination agreement, letter of credit or any other similar type of contract; (v) contract with any governmental agency; or (vi) binding commitment or agreement to enter into any of the foregoing. The Company has delivered or otherwise made available to the Purchasers true, correct and complete copies of the contracts listed on EXHIBIT 3.7 (except as noted thereon), together with all amendments, modifications, supplements or side letters affecting the obligations of any party thereunder. (b) True and complete copies of each Material Contract in effect as (i) Each of the date hereof has been made available to Parent or publicly filed contracts listed on EXHIBIT 3.7 is valid and enforceable in accordance with the SEC prior its terms (except to the date hereof. Neither extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether enforcement is sought by proceedings in equity of at law)), and there is no default under any contract listed on EXHIBIT 3.7 by the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto andor, to the knowledge of the Company, of each by any other party thereto, and is no event has occurred that with. the lapse of time or the giving of notice or both would constitute a default thereunder except where such default, individually or in full force the aggregate, would not reasonably be expected to have a Material Adverse Effect, and effect, subject (ii) no previous or current party to any contract has given written notice to the Enforceability LimitationsCompany of or made a written claim with respect to any breach or default thereunder and the Company has no knowledge of any notice of or claim with respect to any such breach or default. (c) With respect to the contracts listed on EXHIBIT 3.7 that were assigned to the Company by a third party, all necessary consents to such assignment have been obtained.

Material Contracts. (a) Except for this Agreement, Section 4.17 4.14 of the Company Disclosure Letter contains sets forth a complete and correct accurate list, as of the date of this Agreementhereof, of each Contract described below in this Section 4.17(a) under all Contracts which the Company or any Company Subsidiary has any current of its Subsidiaries is a party, or future rights, responsibilities, obligations by which they or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties properties, assets or assets is subject, in each case as of the date of this Agreement business activities may be bound or restricted (other than Company Benefit Plans listed on Section 4.10(a(i) real property leases and (ii) purchase orders entered into in the ordinary course of business, consistent with past practice) of the Company Disclosure Letter following categories (all Contracts of collectively, and together with the type described in this Section 4.17(a) being referred to herein as Real Property Leases and the Real Property Subleases, the “Material Contracts” and each a “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve paragraph (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereofb)(10) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) 601 of Regulation S-K of the SEC; (ii) Contracts requiring annual expenditures by or liabilities of any party thereto in excess of $500,000 that have a remaining term in excess of 90 days and are not cancelable (without material penalty, cost or other liability) within 90 days; (iii) Contracts containing an obligation of any Acquired Company to purchase a minimum quantity of any product, or of any other item which would constitute Inventory, or which include ‘take-or-pay’ provisions or obligations, in any case which would reasonably be expected to require payments by the Acquired Companies in excess of $500,000; (iv) Contracts containing covenants limiting the ability of the Company or any of its Subsidiaries or other Affiliate of the Company (including Parent and its Affiliates after the Effective Time) to engage in any line of business or compete with any Person, in any product line or line of business, or operate at any location; (v) Contracts evidencing, governing or relating to Indebtedness of any Acquired Company; (vi) Contracts relating to the acquisition, issuance, voting, registration, sale, transfer or redemption of any Company Securities, other than Contracts reflecting the grant of Options or Awards or Company Equity Plans; (vii) joint venture, alliance or partnership agreements or similar agreements with any third party (other than joint product development agreements that would not otherwise be considered a “Material Contract” under any other Subsection of this Section 4.14); (viii) all licenses, sublicenses, consents, royalty and other agreements concerning Company Intellectual Property Rights other than (x) any ‘shrink wrap’ licenses and other licenses pertaining to commercially available software and other widely available licensed products entered into on standard terms or (y) licenses, sublicenses, consents, royalty and other agreements with respect to the use of the Brookstone or Gardeners Eden trademarks, logos or other Company Intellectual Property Rights in connection with the manufacture of products for the benefit of the Acquired Companies; (ix) Contracts with any executive officer, director or Affiliate of an Acquired Company; (x) except for the Company Organizational Documents, Contracts providing for indemnification of any officer, director, employee or agent of an Acquired Company; (xi) Contracts with any Governmental Authority or under which any Governmental Authority has rights or obligations; (xii) Contracts or commitments in which the Company or any of its Subsidiaries has granted or obtained exclusive rights relating to any material product, any group of material products or any material territory; (xiii) Contracts for the acquisition or sale, directly or indirectly (by merger or otherwise) of all or substantially all of the assets (whether tangible or intangible) or the securities of another Person other than the acquisition of Inventory in the ordinary course of business, consistent with past practice; (xiv) Contracts requiring that any of the Acquired Companies give any notice or provide any information to any Person prior to considering or accepting any Acquisition Proposal, or prior to entering into any discussions, agreement, arrangement or understanding relating to any Acquisition Transaction or similar transaction; (xv) Contracts relating to collective bargaining or other arrangements or with a labor union or labor organization; (xvi) any other Contract the performance of which could be reasonably expected to require aggregate annual expenditures by the Acquired Companies in excess of $1 million other than as contemplated in the 2005 Budget; and (xvii) Contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $500,000. (b) True and complete copies of each the written Material Contract in effect as Contracts and descriptions of the date hereof has oral Material Contracts, if any, have been delivered or made available to Parent or publicly filed with Parent. Each of the SEC prior Material Contracts is a valid and binding obligation of an Acquired Company and, to the date hereofKnowledge of the Company, the other parties thereto, enforceable against the other parties thereto in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization, arrangement or similar Laws affecting creditors’ rights generally and by general equitable principles. (c) None of the Acquired Companies has violated or breached, in any material respect, or committed any material default under, any Material Contract; and, to the Knowledge of the Company, no other Person has violated or breached, in any material respect, or committed any material default under, any Material Contract. Neither To the Company nor any Company Subsidiary is Knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or would reasonably be likely to, (A) result in a material violation or breach of or any of the provisions of any Material Contract, (B) give any Person the right to declare a default under any Material Contract, (C) give any Person the terms right to accelerate the maturity or performance of any Material Contract where such breach or default has not had and would reasonably be expected (D) give any Person the right to havecancel, individually terminate or in the aggregate, a Company materially modify any Material Adverse EffectContract. To the knowledge None of the CompanyAcquired Companies has received any written notice of any actual or alleged material violation or breach of, as of the date hereofor material default under, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability LimitationsContract.

Material Contracts. (a) Except for as set forth on Schedule 4.15(a), Schedule 4.15(a)(i) or any other Schedule to this Agreement, Section 4.17 neither the Company nor any of the Company Disclosure Letter contains Subsidiaries is a complete and correct list, as party to any Contract of the date of this Agreementfollowing kinds: (i) any indebtedness for borrowed money, or commitment to incur indebtedness for borrowed money, of each the Company or any of the Company Subsidiaries or any guarantee of indebtedness of any other Person in excess of $250,000 or any Hedging Contract described below or Contract relating to the issuance of performance bonds, surety bonds, letters of credit or other credit support; (ii) any Contract providing for the sale, assignment, license or other disposition of any asset with a value in this Section 4.17(a) under which excess of $250,000 or any material right of the Company or any Company Subsidiary has Subsidiary; (iii) any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which Contract granting an Encumbrance upon any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) asset of the Company Disclosure Letter (all Contracts or any Company Subsidiary, the foreclosure of the type described in this Section 4.17(a) being referred which has had or would reasonably be expected to herein as the “have a Material Contract”):Adverse Effect; (iiv) each any Contract that limits containing any covenant or provision currently in any material respect effect prohibiting the freedom of the Company, any of its Subsidiaries Company or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage Company Subsidiaries from engaging in any line of business or geographic region or competing with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, Person in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (iiv) any partnership, written partnership or joint venture, limited liability company venture agreement (other than any such agreement solely between or among in which the Company and its wholly-owned Subsidiaries) or similar Contractany of the Company Subsidiaries participates as a general partner or joint venturer; (iiivi) each acquisition any Contract which calls for the payment by or divestiture Contract that contains representations, covenants, indemnities on behalf of the Company or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in any of the receipt or making of future payments Company Subsidiaries in excess of $1,000,000250,000 per annum, or the delivery by the Company or any of the Company Subsidiaries of goods or services with a fair market value in excess of $250,000 per annum, or provides for the Company or any of the Company Subsidiaries to receive any payments in excess of, or any property with a fair market value in excess of $250,000 per annum; (ivvii) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party provides an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect indemnification to any Company IPother Person, other than Contracts with suppliers, distributors, sales representatives and customers entered into in each case that is material to the conduct of Ordinary Course or indemnification provided in connection with any Real Property Lease or in connection with personal property leases entered into in the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company Ordinary Course or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted acquisition by the Company of all or its Company Subsidiaries in substantially all of the ordinary course shares and/or assets of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000a third-party; (viii) each any Contract that grants under which it has advanced or loaned any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or amount to any of its affiliates (including Parent directors, officers or any employees outside the Ordinary Course of its affiliates after the First Effective Time) to ownCompany Group's business, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets;other than in connection with the Management Loan Amounts; or (ix) each supply or payment processing any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for under which the aggregate exposure (consequences of a default or aggregate value) to the Company and the Company Subsidiaries is termination has had or could reasonably be expected to be have a Material Adverse Effect, in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Companyaggregate. (b) True and complete copies of each Material Contract in effect as of the date hereof The Company has been made available to Parent Buyer or publicly filed with its agents or representatives a correct and complete copy of each written Material Contract. Each Material Contract is in full force and effect and constitutes the SEC prior legal, valid and binding obligation of the member of the Company Group party thereto and, to the date hereofKnowledge of the Company, each other party thereto, enforceable against such party in accordance with its terms. Neither the Company nor any of the Company Subsidiary Subsidiaries or, to the Knowledge of the Company, any other party, is in breach of of, or in default under the terms of under, any Material Contract where Contract, except for such breach breaches or default has defaults which have not had and would are not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge No party has given any written notice of the Company, as of the date hereof, no other party to any Material Contract is in breach of termination or default under the terms cancellation of any Material Contract where such or that it intends to assert a breach of, or default has had seek to terminate or would cancel, any Material Contract as a result of the transactions contemplated hereby or by any of the Transaction Documents, in each case, that does not have or is not reasonably be expected likely to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and . (c) The Cabot Asset Transfer Agreement is in full force and effect, subject effect and the Company has timely paid all amounts to Cabot Corporation and its Affiliates required in order to maintain and otherwise keep in effect the Enforceability Limitations.Respirator Liability Retention arrangements pursuant to Section 4.12

Material Contracts. (a) Except for this AgreementThere have been made available to Parent and its representatives true, Section 4.17 correct and complete copies of all of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under following contracts to which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries is a party or by which any of them is bound (collectively, the "Material Contracts"): (A) contracts with any current officer, director or employee of Company or any of its affiliates Subsidiaries; (including Parent and B) contracts pursuant to which Company or any of its affiliates after Subsidiaries licenses other persons to use any of the First Effective TimeSoftware or has agreed to support, maintain, upgrade, enhance, modify, port, or consult with respect to any of the Software, or pursuant to which other persons license Company or any of its Subsidiaries to use the Licensed Software; (C) contracts (1) for the sale of any of the assets of Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business, or (2) for the grant to compete any person of any preferential rights to purchase any of its assets; (D) contracts by which Company has agreed to design, develop, author or engage create any new custom, or customized software for any third party; (E) contracts which restrict Company or any of its Subsidiaries from competing in any line of business or geographic region or with any Person, sell, supply person in any geographical area or distribute which restrict any product other person from competing with Company or service or that otherwise has the effect any of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic line of business or in any geographical area; (F) contracts which restrict Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other person or which restrict any other person from disclosing any information concerning or obtained from Company or any of its Subsidiaries; (G) indentures, in a manner credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money; and (H) all other agreements, contracts or instruments entered into outside of the ordinary course of business or which are material to the Company and its Subsidiaries, taken Company. Except as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would could not reasonably be expected to result have a Material Adverse Effect on Company, all of the Material Contracts are in full force and effect as to Company and are the receipt legal, valid and binding obligation of Company and/or its Subsidiaries, enforceable against them in accordance with their respective 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 making in equity). Neither Company nor any of future payments its Subsidiaries is in excess breach or default (with or without notice or lapse of $1,000,000; time, or both) in any material respect under any Material Contract nor, to the knowledge of Company, is any other party to any Material Contract in breach or default (ivwith or without notice or lapse of time, or both) thereunder in any material respect. Neither Company nor any of its Subsidiaries is a party to any existing contract, obligation or commitment of any type in any of the following categories: (1) any Contract pursuant to sales contract, including any open bid or quotation, which is of an open-end or blanket nature; (2) contracts for the Company purchase of materials, supplies or any Company Subsidiary licenses (equipment which have not been entered into in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and consistent with past practice or for capital expenditures in excess of $1,000,000; 50,000; (viii3) each Contract that grants any right contracts with distributors, manufacturers' representatives or sales agents, except those which are terminable at the option of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates Subsidiaries on 60 days' notice or less without incurring any liability in excess of $25,000; (including Parent 4) contracts under which Company or any of its affiliates after Subsidiaries has, except by way of endorsement of negotiable instruments for collection in the First Effective Time) to ownordinary course of business and consistent with past practice, operate, sell, transfer, pledge become absolutely or contingently or otherwise dispose liable for (aa) the performance of any material businesses other person, firm or material assets; corporation under a contract, or (ixbb) each supply the whole or payment processing Contract that contains any exclusivity rights part of the indebtedness or “most favored nations” provisions liabilities of any other person, firm or minimum use, supply or display requirements that is binding on the corporation; (5) powers of attorney outstanding from Company or its affiliatesany of it Subsidiaries other than as issued in the ordinary course of business and consistent with past practice with respect to customs, including Parent insurance, patent, trademark or its affiliates after the First Effective Time; tax matters, or to agents for service of process; (x6) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the contracts under which any amount payable by Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company its Subsidiaries is reasonably expected to be in excess dependent upon the revenues or profits of $1,000,000 Company or with a notional value in excess any of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue other than employment contracts containing bonus payment provisions dependent on Company's or operating expenses, as applicable, over any of its Subsidiaries' financial performance which are contained in the trailing twelve months ended September 30, 2015Company's Disclosure Schedule); ; (xiv7) each Contract between contracts with any party for the loan of money or availability of credit to or from Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate of its Subsidiaries (other than a wholly owned Company Subsidiary) of the except trade credit extended by Company or any Company Subsidiary of its Subsidiaries to its or any of their respective “associates” customers 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 travel advances to which the Company its or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or their employees in the aggregateordinary course of business and consistent with past practice); or (8) any hedging, a Company Material Adverse Effect. To the knowledge of the Companyoption, as of the date hereof, no derivative or other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitationssimilar transaction.

Material Contracts. (a) Except for this Agreement, Section 4.17 None of the Company Disclosure Letter contains Blackwater Entities is a complete and correct listparty to or bound by, as of the date hereof, and, subject to the consummation of this Agreementthe transactions contemplated hereby, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): Closing Date, (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken would qualify as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SECSecurities Act) if such definition relating to a “registrant” were applied to the Blackwater Entity as a private company, (ii) a loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture, Contract, lease, license or other binding commitment (other than those between Blackwater and a Blackwater Entity relating to Indebtedness or other obligation to make payment in an amount in excess of $100,000 individually, (iii) a Contract, which purports to materially limit the right of a Blackwater Entity to engage or compete in any line of business in which a Blackwater Entity is engaged or to compete with any Person or operate in any location, (iv) a Contract that creates a partnership or joint venture or similar arrangement with respect to any significant portion of the Company.business of the Blackwater Entities taken as a whole or (v) settlement or similar Contract with any Governmental Authority or order or consent of a Governmental Authority to which a Blackwater Entity is subject involving future performance by a Blackwater Entity which is material to the a Blackwater Entities taken as a whole (all Contracts of the type described in this Section 4.16, together with all Contracts with transportation suppliers and any revenue generating Contracts with customers of the Blackwater Entities (which supplier and customer Contracts are set forth in Blackwater Disclosure Schedule 4.16(b) (the “Material Customer/Supplier Contracts”)), being referred to herein as “Material Contracts”). Active 11524237 27 (b) True and complete copies of each Material Contract in effect Other than as a result of the date hereof has been made available to Parent expiration or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms termination of any Material Contract where such breach or default has in accordance with its terms and except as would not had and would reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Blackwater Material Adverse Effect, (i) each Material Contract is valid and binding on the Blackwater Entity that is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject (ii) the Blackwater Entity has performed all obligations required to be performed by it to date under each Material Contract, and (iii) no Blackwater Entity has received notice of the Enforceability Limitationsexistence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of a Blackwater Entity or its counterparties under any such Material Contract. Except as set forth on Blackwater Disclosure Schedule 4.16(b), since March 31, 2013, no Blackwater Entity has received any written notice that any counterparty to a Material Customer/Supplier Contract (i) has reduced or will reduce the use of products or services of a Blackwater Entity, or (ii) has sought to terminate or amend the terms of a Material Customer/Supplier Contract, including in each case as a result of this Agreement or the transactions contemplated hereby.

Material Contracts. (a) Except The Corporation has provided to the Purchasers, in the respective due diligence data rooms for the transactions contemplated by this Agreement, Section 4.17 all Contracts to which it or any of its Subsidiaries is bound of the Company Disclosure Letter contains a complete and correct listfollowing nature, as of or such Contracts are described or referenced in the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities Specified SEC Reports (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all such Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material ContractContracts”): (i) each any broker, distributor, dealer, manufacturer’s representative, franchise, agency, continuing sales or purchase, sales promotion, market research, marketing, consulting or advertising Contract; (ii) any Contract that limits in relating to or evidencing Indebtedness; (iii) any material respect Contract pursuant to which the freedom of the Company, Corporation or any of its Subsidiaries has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person, including take-or-pay contracts or keep- well agreements; (iv) any Contract with any Governmental Entity; (v) any Contract with any Related Person; (vi) any employment or consulting Contract, other than Contracts for employment covered in clause (v); (vii) any Contract that limits, or purports to limit, the ability of the Corporation or any of its affiliates (including Parent and its affiliates after the First Effective Time) Subsidiaries to compete or engage in any line of business or with any Person or in any geographic region area or with during any period of time, or that restricts the right of the Corporation and its Subsidiaries to sell to or purchase from any Person or to hire any Person, sell, supply or distribute any product or service or that otherwise has grants the effect other party or any third person “most favored nation” status or any type of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholespecial discount rights; (iiviii) any partnershipContract that requires a consent to or otherwise contains a provision relating to a “change of control,” or that would prohibit or delay the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; (ix) any Contract pursuant to which the Corporation or any of its Subsidiaries is the lessee or lessor of, joint ventureor holds, limited liability company agreement uses, or makes available for use to any Person (other than the Corporation or a Subsidiary thereof), (A) any such agreement solely between real property or among the Company and its wholly-owned Subsidiaries(B) or similar Contract; (iii) each acquisition or divestiture Contract that contains representationsany tangible personal property and, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt case of clause (B), that involves an aggregate future or making of future payments potential liability or receivable, as the case may be, in excess of $1,000,000; (ivx) any Contract pursuant to which for the Company sale or purchase of any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to payreal property, or entitled to receive, payments in excess of $3,000,000 in for the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment sale or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose purchase of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) tangible personal property in an amount in excess of $1,000,000; (xi) any Contract providing for indemnification to or from any Person with respect to liabilities relating to any current or former business of the Corporation, any of its Subsidiaries or any predecessor Person; (xii) each any Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000containing confidentiality clauses; (xiii) each operating expense any joint venture or revenue generating partnership, merger, asset or stock purchase or divestiture Contract with relating to the top 5 property managers, top 3 advertising contracts and top 5 suppliers Corporation or any of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015)Subsidiaries; (xiv) each any contribution agreement or tax contribution agreement; (xv) any Contract between with any labor union or providing for benefits under any employee benefit plan; (xvi) any hedging, futures, options or other derivative Contract; (xvii) any Contract for the Company purchase of any debt or equity security or other ownership interest of any Person, or for the issuance of any debt or equity security or other ownership interest, or the conversion of any obligation, instrument or security into debt or equity securities or other ownership interests of the Corporation or any Company Subsidiary, on of its Subsidiaries; (xviii) any Contract relating to settlement of any administrative or judicial proceedings within the one hand, and past five (5) years; (xix) any officer, director or affiliate (other than Contract that results in any Person holding a wholly owned Company Subsidiary) power of attorney from the Company Corporation or any Company Subsidiary of its Subsidiaries that relates to the Corporation, 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 which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor unionbusinesses; and (xvixx) any other Contract, whether or not made in the Ordinary Course of business, that (A) involves a future or potential liability or receivable, as the case may be, in excess of $500,000 on an annual basis or in excess of $2,000,000 over the current Contract not otherwise described in any other subsection term, or (B) is material to the business, operations, assets, financial condition, results of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K operations or prospects of the SEC) with respect to the CompanyCorporation and its Subsidiaries, taken as a whole. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Each Material Contract is a legal, valid, binding and enforceable obligation agreement and is in full force and effect and will continue to be in full force and effect on identical terms immediately following the Closings. None of the Company Corporation or the Company Subsidiary which is party thereto andany of its Subsidiaries or, to the knowledge of the CompanyCorporation, of each any other party thereto, and is in full force and effectbreach or violation of, subject or (with or without notice or lapse of time or both) default under, any Material Contract, nor has the Corporation or any of its Subsidiaries received any written claim of any such breach, violation or default. The Corporation has delivered or made available to the Enforceability LimitationsPurchasers, either in the respective due diligence data rooms for the transactions contemplated by this Agreement or in the Specified SEC Reports, true and complete copies of all Material Contracts, including any amendments thereto.

Material Contracts. (a) Except for this AgreementThere have been made available to Parent and ------------------ its representatives true, Section 4.17 correct and complete copies of all of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under following contracts to which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries is a party or by which any of them is bound (collectively, the "Material Contracts"): (i) contracts with any directors and officers required to file beneficial ownership statements pursuant to Section 16 of the Exchange Act; (ii) contracts pursuant to which Company or any of its affiliates Subsidiaries licenses other persons to use the Software (including Parent other than shrink wrap licenses) and pursuant to which other persons license Company or any of its affiliates after Subsidiaries to use the First Effective TimeLicensed Software; (iii) contracts (A) for the sale of any of the assets of Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business or (B) for the grant to compete any person of any preferential rights to purchase any of its assets; (iv) contracts which restrict Company or engage any of its Subsidiaries from competing in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, person in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) geographical area or which restrict any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the person from competing with Company or any Company Subsidiary licenses of its Subsidiaries in any line of business or in any geographical area; (in or outv) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the contracts which restrict Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company its Subsidiaries from disclosing any information concerning or its Company Subsidiaries in the ordinary course of business; (v) obtained from any settlement agreement other person or similar Contract imposing operational restrictions which restrict any other person from disclosing any information concerning or conduct requirements on the obtained from Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); Subsidiaries; (vi) each Contract not otherwise described in any indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other subsection contracts relating to the borrowing of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; money; (vii) contracts with any Contract stockholders of Company; (viii) acquisition, merger, asset purchase or sale agreements; (ix) agreements, arrangements, transactions or understandings with any Affiliate that obligates would be required to be disclosed under Item 404 of Regulation S-K under the Company Securities Act; (x) contracts which contain a "change in control" or any Company Subsidiary to make any capital investment similar provision; and (xi) all other agreements, contracts or capital expenditure instruments entered into outside of the ordinary course of business and or which are material to Company. Except as specified in excess of $1,000,000; (viiiSection 4.1(l) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the CompanyDisclosure Schedule, any all of the Material Contracts are in full force and effect and are the legal, valid and binding obligation of Company Subsidiary and/or its Subsidiaries, enforceable against them in accordance with their respective 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 that the representations in this sentence are made to the knowledge of Company as to clauses 4.1(l)(ii) and (v). Except as specified in Section 4.1(l) of the Disclosure Schedule, neither Company nor any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default in any material respect under the terms of any Material Contract where such breach or default has not had and would reasonably be expected nor, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no is any other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or thereunder in any material respect; except that the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or representations in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, this sentence are made to the knowledge of the Company, of each other party thereto, Company as to clauses 4.1(l)(ii) and is in full force and effect, subject to the Enforceability Limitations(v).

Material Contracts. (ai) Except for this AgreementSet forth in the SEC Reports is a true and complete list of all material vendor and customer agreements, Section 4.17 licenses, distribution agreements, confidentiality agreements, agreements prohibiting or limiting the ability of the Company Disclosure Letter contains a or the Subsidiaries to freely complete purchase and correct listsales orders, as powers of the date of this Agreementattorney, of each Contract described below in this Section 4.17(a) under which the Company undertakings, commitments, notes, indentures, mortgages, guarantees, pledges, instruments, leases, decrees or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and Subsidiaries are bound (collectively, the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time“Material Contracts”); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (bii) True Except as disclosed in the SEC Reports, assuming the due execution and complete copies delivery by the other parties thereto, each of each the Material Contract in effect Contracts is as of the date hereof has been made available legal, valid and binding, and in full force and effect, and enforceable in accordance with its terms, subject to Parent (A) laws of general application relating to bankruptcy, insolvency, and relief of debtors, and (B) rules of law governing specific performance, injunctive relief, or publicly filed with other equitable remedies. Except as disclosed in the SEC prior Reports, there is no material breach, violation or default by the Company or any of the Subsidiaries (or, to the date hereofCompany’s knowledge, any other party) under any such Material Contract, and no event (including, without limitation, the transactions contemplated by the Transaction Documents) has occurred which, with notice or lapse of time or both, would (1) constitute a material breach, violation or default by the Company or any Subsidiary (or, to the Company’s knowledge, any other party) under any such Material Contract, or (2) give rise to any Lien (other than a Lien permitted pursuant to Section 4.10(b)) or right of termination, modification, cancellation, prepayment, suspension, limitation, revocation or acceleration against the Company or any Subsidiary under any such Material Contract. Neither Except as disclosed in the SEC Reports, neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected and, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof’s knowledge, no other party to any such Material Contract is in breach arrears in respect of the performance or default under the terms satisfaction of any material terms or conditions on its part to be performed or satisfied under any of such Material Contract where such breach or default has had or would reasonably be expected to haveContract, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of neither the Company or the Company nor any Subsidiary which is party thereto has and, to the knowledge of the Company’s knowledge, of each no other party thereto, and is in full force and effect, subject to the Enforceability Limitationsthereto has granted or been granted any material waiver or indulgence under any of such Material Contract or repudiated any provision thereof.

Material Contracts. All of the following Contracts to which the Company or any Company Subsidiary is a party or by which any of them or their respective assets or properties are bound are set forth in Section 4.13 of the Disclosure Schedule by reference to the applicable subsection below: (a) Except for this Agreement, Section 4.17 any Contract or series of related Contracts with the same counterparty or its affiliates which requires aggregate future expenditures by the Company or any Company Subsidiary in excess of $100,000 or any Contract that is otherwise material to the business of the Company Disclosure Letter contains or the Company Subsidiaries; (b) any Contract for the sale of any product or other personal property for a complete and correct listsale price in excess of $150,000; (c) any distributor, as reseller manufacturer’s representative, sales representative or similar Contract under which the Company or a Company Subsidiary does not have the right to terminate without penalty on less than thirty (30) days’ notice; (d) any Contract with any current or former stockholder or current employee, officer or director of the date Company or a Company Subsidiary, or any “affiliate” or “associate” of this Agreementsuch persons (as such terms are defined in the rules and regulations promulgated under the Securities Act), or (with respect to such Persons that are natural persons) any member of each his or her immediate family (any of the foregoing, a “Related Party”) (other than with respect to current employees, officers or directors as to the advancement of business expenses in accordance with the Company’s or any Company Subsidiary’s policies and in the ordinary course of business consistent with past practices); (e) any Contract described below under which the Company or a Company Subsidiary is restricted from carrying on any business or other services or competing with any Person anywhere in this Section 4.17(athe world, or restricted from soliciting or hiring any person with respect to employment, or which would so restrict the Surviving Corporation, Parent or any successor in interest thereof after the Closing Date; (f) any loan agreement, indenture, note, bond, debenture or any other Contract evidencing Indebtedness or a Lien to any Person or any commitment to provide any of the foregoing, or any agreement of guaranty, indemnification or other similar commitment with respect to the Liabilities of any other Person; (g) any Contract for the disposition of any of the Company’s or a Company Subsidiary’s assets or business (whether by merger, sale of stock, sale of assets or otherwise); (h) any Contract for the acquisition of the business or capital stock of another party (whether by merger, sale of stock, sale of assets or otherwise); (i) any Contract concerning a partnership, joint venture, joint development or other similar arrangement with one or more Persons; (j) any Contract under which the Company or any Company Subsidiary has agreed not to bring legal action against any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which third party for any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholereason; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (viik) any Contract that obligates grants rights or licenses with respect to Company Intellectual Property other than pursuant to the Company Company’s standard form ▇▇▇▇ or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000partner agreement; (viiil) each any other Contract that grants any right (or group of first refusal or right of first offer or that limits Contracts with the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Timesame counterparty) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that which contains any exclusivity rights or “most favored nationsnation” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements similar provision (including swapsthe provision of exclusive, caps, floors, futures, forward contracts and option agreementsfirst or concurrent access to certain product features) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be grants any Person exclusive rights in excess connection with any product or technology of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xvm) each collective bargaining agreement and each any Contract with any labor unionof the entities listed on Exhibit F with an annual value of $120,000 or more; andor (xvin) any other Contract to the extent not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or disclosed in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party Disclosure Schedule that is material to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto andSubsidiaries. Each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 4.13, and each other Contract related to the knowledge Intellectual Property of the Company, Company is a valid and binding agreement of each other party thereto, the Company or a Company Subsidiary and is in full force and effecteffect in accordance with its terms, subject and neither the Company or a Company Subsidiary nor, to the Enforceability LimitationsKnowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of any of the foregoing Contracts (a “default” being defined for purposes hereof as an actual default or event of default or the existence of any fact or circumstance which would, upon receipt of notice or passage of time, constitute a default or right of termination), nor will the consummation of the transactions contemplated by this Agreement give rise to any such default or breach. To the Company’s Knowledge, no party to any of the foregoing Contracts has exercised any termination rights with respect thereto, and no party has given notice of any significant dispute with respect to any of the foregoing Contracts. True, complete and correct copies of each of the foregoing written Contracts and true, complete and correct written descriptions of all oral Contracts described in this paragraph have been made available to Parent.

Material Contracts. (a) Except for this Agreementthose agreements and other documents (x) filed as exhibits to its Annual Report on Form 10-K for the fiscal year ended December 31, 2004 or set forth in Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a2.13(a) of the Company Disclosure Letter Schedule, and (all Contracts y) the April 26, 2005 engagement letter signed by the Company and ▇▇ ▇▇▇▇▇▇ Securities Inc., neither the Company nor any of its Subsidiaries is a party to, bound by or subject to the following (the following, together with the contracts described in or filed as exhibits to the Company SEC Document and the contracts set forth in Section 2.13(a) of the type described in this Section 4.17(a) being referred to herein as Company Disclosure Schedule, collectively the “"Material Contract”Contracts"): (i) each Contract any "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K; (ii) any agreement, contract, arrangement, commitment or understanding that limits restricts in any material respect the freedom conduct of business by the Company, any of its Subsidiaries Company or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) , or its or their ability to compete in any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contractline of business; (iii) each acquisition any agreement, contract, arrangement, commitment or divestiture Contract understanding that contains representations, covenants, indemnities has aggregate future sums due from the Company or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in any of its Subsidiaries during the receipt or making period commencing on the date of future payments this Agreement in excess of $1,000,000250,000 per annum, unless terminable without material penalty without more than sixty (60) days' notice to the counterparty; (iv) any Contract pursuant to which the Company agreement, contract, arrangement, commitment or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case understanding that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conductedlease, except (A) Contracts for off-the-shelf, shrink-wrap, click through sublease or pre-installed software, hardware or databases licensed to the Company or similar agreement with any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of businessPerson; (v) any settlement agreement agreement, contract, arrangement, commitment or similar Contract imposing operational restrictions understanding having the effect of providing that the consummation of the Merger or conduct requirements on the execution, delivery or effectiveness of this Agreement will give rise under such contract to any increased or accelerated material rights of an employee of the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time)Subsidiaries; (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which agreement, contract, arrangement, commitment or understanding that contains an "exclusivity" clause (that is, obligates the Company or any Company Subsidiary is obligated of its Subsidiaries to pay, conduct business with another party on an exclusive basis or entitled to receive, payments in excess restricts the ability of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penaltyany of its Subsidiaries to conduct business with any Person); (vii) any Contract that obligates agreement, contract, arrangement, commitment or understanding with respect to the Company employment of, or payment to, any present or former directors, officers, employees, independent contractors, consultants or any Company Subsidiary to make other Person involving payment of more than $100,000 per annum; (viii) any capital investment agreement, contract, arrangement, commitment or capital expenditure outside understanding with a Governmental Entity; (ix) any agreement, contract, arrangement, commitment or understanding entered into other than in the ordinary course of business and consistent with past practice for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (x) any agreement, contract, commitment or instrument requiring payment by the Company or its Subsidiaries in excess of $1,000,000; (viii) each Contract 250,000 that grants expires or may be renewed at the option of any right of first refusal or right of first offer or that limits Person other than the ability of the Company, any Company Subsidiary or any of its affiliates Subsidiaries so as to expire more than one year after the date of this Agreement; (including Parent xi) 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 the Company or any of its affiliates after Subsidiaries is a lender, borrower or guarantor, other than those entered into in the First Effective Time) to own, operate, sell, transfer, pledge ordinary course of business consistent with past practice where the Company or otherwise dispose any of any material businesses or material assetsits Subsidiaries is a lender; (ixxii) each supply any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment 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 consistent with past practice; (xiii) any joint venture, stockholders', partnership or similar agreement; (xiv) any broker, distributor, agency, sales promotion or advertising agreement involving payment processing by the Company or its Subsidiaries in excess of $250,000; (xv) any agreement, option or commitment or right with, or held by, any third party to acquire, use or have access to any material assets or properties, or any interest therein, of the Company or any of its Subsidiaries; (xvi) any outbound license, sublicense or development agreement or other agreement or any material inbound license, sublicense or development agreement or other agreement (other than licenses for commercially available, mass-marketed shrink-wrap software that has not been modified or customized for the Company and provides for royalty payments not in excess of $50,000) that affects or relates to material Intellectual Property owned, used, currently intended to be used, or held for use by the Company or its Subsidiaries, including, without limitation, any agreement pursuant to which any Person or entity is authorized to use or has an ownership or security interest in any Intellectual Property; (xvii) 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; or (xviii) any other agreement, contract, arrangement, commitment or understanding the loss of which would have a Company Material Adverse Effect. (i) Each Material Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is valid and binding on the Company or any of its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expensesSubsidiaries, as applicable, over the trailing twelve months ended September 30, 2015); (xivii) each Contract between the Company or any Company Subsidiaryand each of its Subsidiaries has performed all obligations required to be performed by it to date under, on the one handare entitled to all accrued benefits under, and any officerare not alleged to be in default in respect of, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) True and complete copies of each Material Contract in effect Contract, except as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. To the knowledge Effect and (iii) each of the Material Contracts is 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 the Company or any of its Subsidiaries or, to the Company's Knowledge, with respect to any other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or condition, would become a default or event of default under any Material Contract, except, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability Limitations.

Material Contracts. (a) Except for this Agreement, Section 4.17 of the Company Disclosure Letter contains a complete and correct list, as As of the date of this Agreementhereof, of each Contract described below in this Section 4.17(a) under which neither the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which nor any of their respective properties its Subsidiaries is a party to or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):bound by: (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10601(b) (10) of Regulation S-K of the SEC); (ii) with respect any contract or agreement for the purchase of materials or personal property from any supplier or for the furnishing of services to the Company.Company or any of its Subsidiaries that provides for future aggregate annual payments by the Company or any of its Subsidiaries of $100,000 or more; (biii) True and complete copies any contract or agreement for the sale, license (as licensor) or lease (as lessor) by the Company or any of each Material Contract in effect as its Subsidiaries of the date hereof has been made available to Parent services, materials, products, supplies or publicly filed with the SEC prior other assets, that provides for future aggregate annual payments to the date hereof. Neither Company or any of its Subsidiaries of $100,000 or more; (iv) any material written contract (or agreement) relating to the Company nor Traditional Franchises or the Licensed Franchises, including the Franchising Contracts; (v) any Company Subsidiary is in breach of non-competition agreement or default under any other agreement or obligation which purports to limit, or which after the terms of any Material Contract where such breach or default has not had and Effective Time would reasonably be expected to havelimit, individually in any material respect the manner in which, or the localities in which, the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation business of the Company or its Subsidiaries or affiliates may be conducted; (vi) any contract (including any employment, compensation, incentive, retirement, loan or severance arrangements) with any current stockholder, director, manager, officer, employee or agent of the Company or any of its Subsidiaries that requires the Company or any Subsidiary to pay annual compensation in excess of 100,000; (vii) any joint venture, product development, research and development and limited partnership agreements or arrangements involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any other Person; (viii) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing or guarantee of money or extension of credit in any case in excess of $100,000; (ix) any standby letter of credit, performance or payment bond, guarantee arrangement or surety bond of any nature involving amounts in excess of $100,000; (x) other contracts whose terms exceed one year and are not cancelable by the Company or any of its Subsidiaries, as applicable, on notice of 60 or fewer days without payment by the Company or any of its Subsidiaries after the date hereof of more than $100,000; (xi) any contract for the sale of any assets of the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) or for the grant to any Person of any preferential rights to purchase any assets (whether by merger, sale of stock, sale of assets or otherwise), in each case, for consideration in excess of $100,000; (xii) any contract relating to the ownership, management or control of any Person in which the Company or a Subsidiary owns any equity interest other than direct and indirect wholly-owned Subsidiaries of the Company or another Subsidiary of the Company; (xiii) any voting or other agreement governing how any shares of Company Common Stock shall be voted other than the Purchase Agreement and the Governance Agreement; or (xiv) any contract, agreement or arrangement to allocate, share or otherwise indemnify for Taxes. The foregoing contracts and agreements to which the Company or any of its Subsidiaries is a party thereto or is bound are collectively referred to herein as “Company Material Contracts.” (b) Each Company Material Contract is valid and binding on the Company or its respective Subsidiary (to the extent that it is a party thereto) and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject and the Company and its respective Subsidiary (to the Enforceability Limitationsextent that it is a party thereto) and, to the knowledge of the Company, each other party thereto, have performed in all material respects all obligations required to be performed by it to date under each Company Material Contract. Neither the Company, its Subsidiaries, nor, to the knowledge of the Company, any other party thereto, has violated or defaulted under, or terminated, nor has the Company or its respective Subsidiary or, to the knowledge of the Company, any other party thereto, given or received notice of, any violation or default or termination under (nor, to the knowledge of the Company, does there exist any condition which with the passage of time or the giving of notice or both would result in such a violation, default or termination under) any Company Material Contract. The Company has provided, or made available, to Parent and Merger Sub true and correct copies of each of the Company Material Contracts.

Material Contracts. (a) Except for this Agreement, as set forth in Section 4.17 3.10(a) of the Company Disclosure Letter contains a complete and correct listLetter, neither the Company nor any Subsidiary is party to any written or oral binding undertaking, commitment, note, bond, mortgage, indenture, contract, lease, license, agreement or instrument (“Contract“) that is required to be described in or filed as an exhibit to any Company SEC Document that is not so described in or filed as required by the Securities Act or Exchange Act, as of the date of this Agreement, of each Contract described below case may be. Except as set forth in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a3.10(a) of the Company Disclosure Letter (all Contracts and, solely with respect to Section 3.10(a)(i), except to the extent previously included as exhibits to reports previously filed by the Company with the SEC), neither the Company nor any Subsidiary is party to any of the type described following (each, together with the Contracts identified in this Section 4.17(a3.10(b) being referred to herein as of the Company Disclosure Letter, a “Company Material Contract”“): (i) each Contract that limits in any material respect the freedom of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a whole; (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract not otherwise described in any other subsection of this Section 4.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (ii) any Contract under which it has outstanding indebtedness for money borrowed or guaranteed indebtedness for money borrowed of any Person; (iii) any Contract that (A) restricts it from participating or competing in any line of business, market or geographic area, or any therapeutic area, class of drugs, any particular drug or any mechanism of action, (B) restricts the development, manufacture, marketing or distribution of any product; or (C) grants any exclusive rights of development, manufacture, marketing, sale, distribution, importation, exportation or other exclusive rights, rights of refusal, rights of first negotiation or similar rights of any nature to any Person; (iv) any Contract that would reasonably be expected to prevent, materially delay or materially impede the consummation of any of the SECtransactions contemplated by this Agreement; or (v) with respect any Contract the termination of which would reasonably be expected to have a Material Adverse Effect on the Company. A complete and correct copy of each agreement or document required by this Section 3.10(a) to be listed in Section 3.10(a) of the Company Disclosure Letter (including any amendments thereto) has been made available by the Company to Buyer and Sub or filed by the Company as an exhibit to its Company SEC Documents. All Company Material Contracts are in written form. (b) True Section 3.10(b) of the Company Disclosure Letter sets forth a complete and complete copies accurate list of each Material Contract in effect all material Contracts to which the Company or any of its Subsidiaries is a party as of the date hereof or by which they are bound relating to the research, development, distribution, training, sale, license, marketing and supply of materials or components for, and manufacturing by third parties of, each Drug Product, and the Company has been made available to Parent Buyer true and complete copies of all such Contracts, as currently in effect. (c) All Company Material Contracts are valid and binding and are in full force and effect and enforceable against the Company or publicly filed such Subsidiary in accordance with their respective terms, except as to the effect, if any, of (i) applicable bankruptcy or other similar laws affecting the rights of creditors generally, (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies and (iii) to the extent applicable, the enforceability of provisions regarding indemnification in connection with the SEC prior to the date hereofsale or issuance of securities. Neither the Company nor any Company Subsidiary of its Subsidiaries is in material violation or breach of or default under, or has received notice of any material violation or breach of or default under, any such Company Material Contract. To the Knowledge of the Company, no other party to a Company Material Contract is in material violation or breach of or default under the terms of any Material Contract where such breach or default has not had and would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability LimitationsContract.

Material Contracts. (a) Except for this Agreement, Contracts filed as exhibits to the Company SEC Documents or as set forth in Section 4.17 4.20 of the Company Disclosure Letter contains a complete and correct listSchedule, as of the date of this Agreement, of each Contract described below in this Section 4.17(a) under which neither the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which nor any of their respective properties its Subsidiaries is a party to or assets is subject, in each case as of the date of this Agreement other than Company Benefit Plans listed on Section 4.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 4.17(a) being referred to herein as the “Material Contract”):bound by: (i) each Contract that limits any “material contract” (as such term is defined in any material respect the freedom Item 601(b)(10) of Regulation S-K of the Company, any of its Subsidiaries or any of its affiliates (including Parent and its affiliates after the First Effective Time) to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or affiliates (including Parent and its affiliates after the First Effective Time) from the development, marketing or distribution of products and services, in each case, in any geographic area, in a manner material to the Company and its Subsidiaries, taken as a wholeSEC); (ii) any partnership, joint venture, limited liability company agreement (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $1,000,000; (iv) any Contract pursuant to which the Company or any Company Subsidiary licenses (in or out) Intellectual Property Rights or has granted to a third party an option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Company IP, in each case that is material to the conduct of the Company’s and the Company Subsidiaries’ business taken as a whole as currently conducted, except (A) Contracts for off-the-shelf, shrink-wrap, click through or pre-installed software, hardware or databases licensed to the Company or any Company Subsidiary with annual fees of less than $1,000,000 and (B) standard licenses of the Company IP granted by the Company or its Company Subsidiaries in the ordinary course of business; (v) any settlement agreement or similar Contract imposing operational restrictions or conduct requirements on the Company or any Company Subsidiary or any of their respective affiliates (including the Parent and its affiliates after the First Effective Time); (vi) each Contract not otherwise described in any other subsection of this Section 4.17(a) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $3,000,000 in the twelve (12) month period following the date hereof and which cannot be terminated by the Company on less than ninety (90) days’ notice without material payment or penalty; (vii) any Contract that obligates the Company or any Company Subsidiary to make any capital investment or capital expenditure outside the ordinary course of business and in excess of $1,000,000; (viii) each Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Company Subsidiary or any of its affiliates (including Parent or any of its affiliates after the First Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (ix) each supply or payment processing Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that is binding on the Company or its affiliates, including Parent or its affiliates after the First Effective Time; (x) each Company Lease; (xi) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $1,000,000; (xii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $1,000,000 or with a notional value in excess of $1,000,000; (xiii) each operating expense or revenue generating Contract with the top 5 property managers, top 3 advertising contracts and top 5 suppliers of the Company and its Subsidiaries (determined by revenue or operating expenses, as applicable, over the trailing twelve months ended September 30, 2015); (xiv) each Contract between the Company or any Company SubsidiarySubsidiary of the Company, on the one hand, and any officer, director or affiliate (other than a wholly owned Company SubsidiarySubsidiary of the Company) of the Company (or of any Company Subsidiary of the Company) or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including (but not limited to) any Contract pursuant to which the Company or any Subsidiary of the Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member, but not including any Company Benefit Plans; (iii) any Contract that imposes any restriction on the right or ability of the Company or any of its Subsidiaries to compete in any material respect (or that following the First Effective Time will restrict the ability of Parent and its Subsidiaries (other than the Company and its Subsidiaries) to compete) with any other person in any line of business, therapeutic area or geographic region or that contains any standstill or similar agreement pursuant to which the Company or its Subsidiaries has agreed not to acquire or dispose of the securities of another person; (iv) any Contract that obligates the Company or its Subsidiaries in any material respect (or following the First Effective Time, obligates Parent or its Subsidiaries (other than the Company and its Subsidiaries)) to conduct business with any third party on a preferential or exclusive basis or which contains “most favored nation” or similar covenants; (v) any material Contract that relates to the research, development, distribution, marketing (excluding Contracts with agencies that generate advertising disease awareness or marketing materials), supply or manufacturing of any of the Lead Product Candidates; (vi) any acquisition or divestiture Contract or material licensing agreement that contains indemnities or other obligation including “earnout” or other contingent payment obligations that would reasonably be expected to result in the receipt or making of future payments in excess of $5,000,000 in the twelve (12)-month period following the date hereof; (vii) any Collective Bargaining Agreement to which the Company or a Company Subsidiary is a party; (viii) any agreement relating to Indebtedness of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $5,000,000; (ix) any Contract that grants any right of first refusal, right of first offer or similar right to a third party (including stockholders of the Company) with respect to any material assets, rights or properties of the Company or its Subsidiaries; (x) any Contract that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of assets in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) and with any outstanding obligations as of the date of this Agreement that are material to the Company or any of its Subsidiaries; (xi) (A) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries, and (B) any strategic alliance, collaboration, co-promotion or research and development project Contract, which, in the case of clause (B), is material to the Company and its Subsidiaries, taken as a whole; (xii) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries (A) to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (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; (xiii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person in excess of $1,000,000 individually or $5,000,000 in the aggregate in the next twelve (12) months; (xiv) any settlement agreement (A) involving more than $50,000 or (B) not entered into in the ordinary course of business, in each case with the former employees of the Company or its Subsidiaries or independent contractors in connection with the cessation of such employee’s or independent contractor’s employment; and (xv) each collective bargaining agreement and each Contract with any labor union; and (xvi) any Contract (A) granting the Company or one of its Subsidiaries any right to use any (i) Intellectual Property directly relating to the Lead Product Candidates or (ii) material Intellectual Property (other than Intellectual Property covered by clause (A)(i)), in each case, other than licenses in respect of commercially available software, (B) pursuant to which the Company or one of its Subsidiaries grants any third person the right to use (except pursuant to material transfer agreements), enforce or register any (i) Intellectual Property directly related to the Lead Product Candidates, or (ii) material Intellectual Property (other than Intellectual Property covered by clause (B)(i)), in each case that is owned by the Company or its Subsidiaries, including any license agreements, coexistence agreements and covenants not to ▇▇▇ or (C) restricting the right of the Company or its Subsidiaries to use, register, transfer, license, distribute or enforce any material Intellectual Property that is owned by the Company or its Subsidiaries. All contracts of the types referred to in clauses (i) through (xv) above (whether or not set forth on Section 4.20 of the Company Disclosure Schedule) are referred to herein as “Company Material Contracts.” Except as stated otherwise described in any other subsection Section 4.20 of the Company Disclosure Schedule, the Company has made available to Parent prior to the date of this Section 4.17(a) that would constitute Agreement a “material contract” (complete and correct copy of each Company Material Contract as such term is defined in Item 601(b)(10) effect on the date of Regulation S-K of the SEC) with respect to the Companythis Agreement. (b) True and complete copies of each Material Contract in effect as of the date hereof has been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Subsidiary of the Company Subsidiary is in breach of or default under the terms of any Company Material Contract where such breach or default has not had and would reasonably be expected and, to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such and, since December 31, 2012, 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, in each case, except as has not had or and would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have, a Company Material Adverse Effect, (i) each Company Material Contract is a valid, valid and binding and enforceable obligation of the Company or the Subsidiary of the Company Subsidiary which that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, subject to the Enforceability LimitationsExceptions; (ii) there are no disputes pending or, to the knowledge of the Company, threatened with respect to any Company Material Contract; and (iii) neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to any Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract.