Common use of Material Contracts Clause in Contracts

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each of the following shall be deemed to constitute a CPI Material Contract: (i) any Contract relating to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); (ii) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes 5.12(a) sets forth a "CPI Material Contract." For purposes list of this Agreement, each all of the following shall Contracts to which the Company or any of its Subsidiaries is a party or by which it or any of its assets or properties is bound as of the date hereof (collectively, the Contracts required to be deemed to constitute set forth on Schedule 5.12(a), together with the Real Property Leases set forth on Schedule 5.10(a), the “Material Contracts”), organized under a CPI Material Contractheader for each subsection: (i) each Contract with any Contract relating to labor union, works council, labor organization or association representing any employee of the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Company or any other payment (other than payments in respect of salary and the grant of standard benefits)its Subsidiaries; (ii) each Contract involving net license fee revenues in excess of $1,000,000 or the equivalent in other currencies paid to the Company or any Contract that provides for indemnification of any officer, director, employee or agentits Subsidiaries during the twelve-month period ending on the Balance Sheet Date; (iii) any each Contract (A) relating to the acquisition, issuance, voting, registration, sale acquisition or transfer disposition by the Company or any of its Subsidiaries of any securitiesbusiness, (B) providing division or product line or the capital stock of any other Person with since January 31, 2010, in each case pursuant to which any preemptive right, right earn-outs or deferred or contingent purchase price or indemnification obligations of participation, right of maintenance the Company or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesits Subsidiaries remain outstanding; (iv) any Contract requiring that CPI give any noticethe ten (10) Contracts (based on maintenance revenue) pursuant to which the Company and its Subsidiaries have recognized the most maintenance revenue during the fiscal year ended January 31, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal2014 (regardless of the fiscal year when the underlying orders resulting in such revenue were booked); (v) each Contract providing for the incurrence, assumption, guarantee or securing of Indebtedness or the making of any Contract loans (not otherwise identified other than routine advances to employees for travel expenses and/or sales commissions in this Section) that (A) has a term the ordinary course of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractbusiness); (vi) any each Contract creating, controlling or governing a joint venture, partnership or similar arrangement (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI than distribution agreements and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) reseller agreements in the payment or delivery ordinary course of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractbusiness); (vii) license agreements pursuant to which the Company or any of its Subsidiaries is a named party and licenses in Intellectual Property or licenses out Intellectual Property (other than non-exclusive license agreements granted to customers in the ordinary course of business , “open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; andsource” Software agreements, and/or licenses for generally commercially available “off-the-shelf” Software); (viii) any agreement concerning the provision of co-location and related services to the Company or any of its Subsidiaries, which services are used by the Company or Subsidiary as applicable to fulfill obligations to provide Software and data hosting services to customers; (ix) each Contract (not otherwise identified in this SectionA) containing a covenant expressly limiting the freedom of the Company or any of its Subsidiaries (or that would be required limit the freedom of Parent, the Surviving Corporation and their respective Subsidiaries after the Closing) to engage in any business with any Person or in any geographic area or to compete with any Person, (B) expressly limiting the ability of the Company or any of its Subsidiaries to incur indebtedness for borrowed money, (C) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (D) containing any provision that grants any Person a right of first refusal, first offer or similar right to purchase any right, asset or property of, or equity interest in, the Company or its Subsidiaries; (x) each Contract creating a Lien (other than Permitted Liens) upon any property or assets of the Company or any of its Subsidiaries, other than purchase money security interests in connection with the acquisition of equipment in the ordinary course of business; (xi) each Contract reflecting a settlement of any threatened or pending Legal Proceedings, other than (A) releases entered into with former employees or independent contractors of the Company and its Subsidiaries, on an individual (and not class or collective basis), in the ordinary course of business in connection with the routine cessation of such employee’s employment or independent contractor’s engagement with the Company and its Subsidiaries that do not involve the payment of any amounts other than post-termination benefits afforded to such Person in any written agreement in effect prior to such termination, (B) settlement agreements for cash and/or the provision of products and/or services only (which have been paid or provided) and the value of which does not exceed $100,000 as to each such settlement or (C) settlement agreements entered into more than three (3) years prior to the date of this Agreement under which none of the Company or its Subsidiaries have any continuing obligations, liabilities or rights (excluding releases); (xii) all operating leases (as lessor or lessee) of tangible personal property (other than any such lease calling for payments of less than $100,000 per year); (xiii) each Contract for the pending sale, assignment or other transfer of any assets of the Company or any of its Subsidiaries for consideration in excess of $100,000, other than in the ordinary course of business; (xiv) each employment, consulting or similar Contract with any current director, officer, employee or individual consultant of the Company or any of its Subsidiaries requiring an exhibit annual payment of cash base salary (or, in the case of individual consultants, expected payments in any year) in excess of $200,000 for each person or that otherwise provide for severance, retention, change in control or similar payments (excluding customary garden leave notice periods for non-U.S. employees); (xv) other than (x) ordinary course customer agreements and (y) non-exclusive license agreements granted to customers in the ordinary course of business, each Contract with any Governmental Body; (xvi) each Agreement which creates a registration statement under future payment obligation by the Securities Act Company or any of 1933its Subsidiaries of more than $750,000 or the equivalent in other currencies in aggregate in any calendar year; (xvii) each other Contract not entered into in the ordinary course of business that involved the expenditure by the Company and its Subsidiaries of more than $750,000 or the equivalent in other currencies in the aggregate during the twelve-month period ending on the Balance Sheet Date; and (xviii) each Contract that provides for “most favored nation,” “preferred status pricing” or similar terms or conditions with respect to the Company’s and is Subsidiaries’ products or services. (b) Each CPI True and correct copies of each Material Contract (including all amendments or modifications thereto) have been made available to Parent prior to the date hereof. Each Material Contract (i) is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and, to the Company’s Knowledge, the other parties thereto, and (ii) is in full force and effect, effect and is enforceable in accordance with its terms, except to the extent any Material Contract terminates in accordance with its terms after the date hereof and prior to the Closing (subject to (i) laws of general application relating to applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). The Company or its Subsidiary and, to the relief Knowledge of debtorsthe Company, (ii) rules each of law governing specific performancethe other parties thereto, injunctive relief are not in breach of, default or violation under, any of such Contracts in any material respect and other equitable remedies and (iii) no event has occurred that with notice or lapse of time, or both, would constitute such a breach, default or violation in such a material respect. Neither the case Company nor any Subsidiary has received any written notice of any Contract termination, default or event that with notice or lapse of time, or both, would constitute a Governmental Body, laws applicable theretodefault by the Company and its Subsidiaries under any Material Contact. (c) Except as set forth Since January 31, 2010, the Company and each Subsidiary have complied in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any all material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurredrespects with all terms and conditions of, and no circumstance or condition existsin all material respects with all Laws relating to, 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 CPI Material Contracteach Government Contract and Government Bid, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI has and have 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, Company or any other material term Subsidiary has breached or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed violated in any material respect orany Law, to CPI's knowledge, where a dispute as representation or requirement relating to any such Government Contract or Government Bid. All invoices or other demands for payment submitted by the Company and each Subsidiary pursuant to any Government Contract were current, accurate and complete in all material matter respects as of the date submitted. Neither the Company nor any Subsidiary has (a) been threatenedsuspended or debarred from bidding on government contracts; (b) been audited or investigated with respect to any Government Contract or Government Bid; (c) conducted or initiated any internal investigation or made any disclosure to any Governmental Body or other customer with respect to any alleged or potential material irregularity, misstatement or omission relating to any Government Contract; (d) received any written notice of material breach, cure, show cause or default with respect to any Government Contract; or (e) had any Government Contract terminated for default or failure to perform by the Company or any of its Subsidiaries. Neither the Company nor any Subsidiary has delivered any software or data under any license providing any Governmental Body greater rights than a restricted rights license as defined in 48 C.F.R. 27.401 or the Company’s standard commercial software license.

Material Contracts. (aSection 3.1(r) The CPI of the Disclosure Schedule identifies each CPI Contract that constitutes sets forth a "CPI Material Contract." For purposes list of this Agreement, each of the following shall be deemed types of Contracts (with each such Contract being of one or more of the following types) to constitute which the Company or any of its Subsidiaries is a CPI party as of the date of this Agreement (each, a “Material Contract:”): (i) any Contract relating to involving the employment ofpurchase, lease, use or occupancy of real property by the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Company or any other payment (other than payments in respect of salary and the grant of standard benefits)its Subsidiaries; (ii) any Contract involving the lease of personal property by the Company or any of its Subsidiaries that provides for indemnification rent payable by the Company or any of any officer, director, employee its Subsidiaries in an annual period in excess of $5,000,000 as of the date of this Agreement (or agentits foreign currency equivalent as of the date of this Agreement); (iii) any Contract (A) relating with a customer involving the future sale of goods by the Company or any of its Subsidiaries that provides for a price, fee or similar consideration payable to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance Company or any similar right of its Subsidiaries in an annual period in excess of $5,000,000 as of the date of this Agreement, excluding routine purchase orders and related releases occurring in the ordinary course of business consistent with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiespast practice; (iv) any Contract requiring with a supplier or licensor that CPI give provides for future expenditures by the Company or any notice, obtain any consent of its Subsidiaries in an annual period in excess of $5,000,000 as of the date of this Agreement (or provide any information to any Person prior to accepting any Acquisition Proposalits foreign currency equivalent as of the date of this Agreement); (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value evidencing outstanding Indebtedness in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract5,000,000; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract collective bargaining or other Contract between CPI and with any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash labor union or other consideration on or after the date hereof in an amount or having representative of a value in excess group of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractemployees; (vii) any open Contract under which the Company or any of its Subsidiaries will have any material obligation with respect to an “earn out,” contingent purchase order placed by CPI requiring future aggregate payments in excess of $300,000; andprice, or similar contingent payment obligation or material indemnification obligation; (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933.joint venture, partnership, shareholder, franchise or similar Contract; (bix) Each CPI any Contract containing any capital expenditure obligations of the Company or any of its Subsidiaries in excess of $5,000,000; (x) any Contract containing any non-competition, non-solicitation, most-favored-nation, exclusivity or similar covenant that restricts the future business activity of the Company or any of its Subsidiaries or Affiliates with respect to their respective businesses; (xi) all Contracts of the Company or any of its Subsidiaries with any customers or suppliers involving aggregate amounts in excess of $5,000,000 in any twelve (12) month period; (xii) any Contract with any Governmental Entity or that contains outstanding material obligations relating to the settlement of any Action or other proceeding; (xiii) any Contracts pursuant to which the Company or any of its Subsidiaries is licensee or licensor with respect to material Intellectual Property (excluding “shrink-wrap”, “click-wrap” and other agreements that are generally commercially available on standard terms and that are not material to the conduct of the business of any member of the Group); and (xiv) any Affiliate Contract. Parent has made available to Buyer a correct and complete copy of each Material Contract, including all amendments and supplements thereto. Assuming the due authorization, execution and delivery thereof by the other party or parties thereto, each Material Contract is valid and in full force and effect, effect and is a legal, valid and binding agreement that is enforceable against the Company or a Subsidiary of the Company (as applicable) and, to the knowledge of Parent, the other party or parties thereto in accordance with its terms, subject to (i) laws of general application relating to except as such may be limited by bankruptcy, insolvency and the relief of debtorsinsolvency, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI has not received any written notice reorganization or other written communication regarding any actual Laws affecting creditors’ rights generally and by general equitable principles. The Company or possible violation or breach of, default under, or intention to terminate, any CPI Contract except for communication one of its Subsidiaries (Aas applicable) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwiseand, to the knowledge of CPIParent, taken any action each other party thereto are in compliance, in all material respects, with respect to such party's complaint for a period all material terms of more than six months following receipt each Material Contract. None of the communication; and (iv) CPI has not waived Parent, the Company nor any of the Company’s Subsidiaries has received prior to the date hereof written or, to the knowledge of Parent, non-written notice of (x) material default or noncompliance by the Company or its material rights Subsidiaries under any CPI Material Contract, in each case where such breach, default, violation (y) early termination of any Material Contract or waiver would have a Material Adverse Effect on CPI. (dz) To the best intent of the knowledge counterparty to materially alter the provisions of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 2.14(a) of the Disclosure Schedule identifies each CPI any Material Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each in effect as of the following date hereof to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or any of their assets is bound or under which the Company or any Subsidiary has any obligation. As used herein, the Contracts described below, whether or not set forth in Section 2.14(a) of the Disclosure Schedule, shall constitute the “Material Contracts” provided, to the extent any Contract entered into between the date hereof and Closing would otherwise have been deemed a Material Contract under the terms herein, such Contract will be deemed to constitute a CPI Material Contract: (i) any that is a Contract relating to the employment of, with (1) a Substantial Customer or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)2) a Substantial Supplier; (ii) pursuant to which the Company or any Contract that provides for indemnification Subsidiary has expressly appointed another party as dealer, distributor, sales representative, value added reseller, remarketer, channel partner, referrer, reseller or any other similar appointment of any officerof the Company Products (collectively, director“Reseller Agreements”) under which the Company or such Subsidiary has paid fees or shared revenue with the counterparty to such Contract in the fiscal year ending December 31, employee or agent2019 in excess of $10,000; (iii) any Contract (A) relating pursuant to which the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance Company or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect Subsidiary is bound to, or right has committed to repurchase provide or redeemlicense, any securitiesCompany Product to any third party on an exclusive basis; (iv) imposing any Contract requiring that CPI give express restriction on the right or ability of the Company or any noticeSubsidiary: (A) to compete with any other Person or to engage in any line of business in any market or geographic area, obtain or to sell, license, manufacture or otherwise distribute any consent Company Products, or to provide any information services, to any Person prior 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; or (B) to accepting acquire any Acquisition ProposalTechnology, or any services, from any other Person, to sell any Company Product to or perform any services for any other Person; provided that the foregoing shall not require the disclosure of any non-disclosure agreements entered into in the ordinary course of business or any agreements between the Company and its Subsidiaries or among its Subsidiaries restricting the decision-making authority of any Employee or Adviser of the Company or any such Subsidiary or otherwise imposing any of the above express restrictions on the Company or any of its Subsidiaries; (v) that grants any Contract (not otherwise identified in this Section) that (A) has a term right of more than sixty (60) days first refusal, right of first offer or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash similar rights with respect to any material assets, rights, securities or other consideration on interests (including any Company Capital Stock or after Company Options) or properties of the date hereof in an amount Company or having a value in excess any of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractSubsidiaries; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in constitutes an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractInbound License; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; andthat constitutes an Outbound License; (viii) pursuant to which the Company has engaged a Person (other than a Subsidiary of the Company) to develop any Contract material Company IP on terms that are not substantially equivalent to the Company’s standard terms for engaging independent contractors, and excluding Inbound Licenses or Outbound Licenses and the agreements excluded therefrom; (not otherwise identified in this Sectionix) that would be required as an exhibit in is a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Bodyany union, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated works council or breached, similar labor entity or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contractlabor organization; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (Ax) that has subsequently been revoked; or (B) has been received from is a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.Lease Agreement;

Material Contracts. (a) The CPI Section 3.19(a) of the Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, lists each of the following shall be deemed to constitute a CPI Contracts of the Acquired Companies (such Contracts, including all material amendments, modifications, extensions, renewals, guarantees, schedules, exhibits or ancillary agreements with respect thereto, collectively, the “Material ContractContracts”) as of the date of this Agreement: (i) any Contract relating to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI any Acquired Company is or may become obligated to make any severancepay, terminationor is entitled to receive, bonus an amount in excess of $50,000 individually or relocation payment or any other payment ($200,000 in the aggregate other than payments any contingent liability under a survival clause in respect a terminated Contract for which the Acquired Companies do not expect to have any actual Liability and which otherwise would not be required to be disclosed on Section 3.07 of salary and the grant of standard benefits)Disclosure Schedule; (ii) any Contract that provides for indemnification of partnership, joint venture or similar agreement or arrangement to which any officer, director, employee or agentAcquired Company is a party; (iii) any Contract (A) relating to the acquisition, issuance, voting, registrationacquisition or disposition of any business (whether by merger, sale of stock, sale of assets or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesotherwise); (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposaleach Lease; (v) any Contract relating to Indebtedness, whether incurred, assumed, guaranteed or secured by any asset, except any such agreements with an aggregate outstanding principal amount (taking all such agreements together) not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of exceeding $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract50,000; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contracteach IP License; (vii) any open purchase order placed by CPI requiring future aggregate payments Contract that materially limits (or purports to materially limit) the ability of any Acquired Company from engaging or competing in excess any line of $300,000; andbusiness or with any Person, or from soliciting for employment or hiring any Person; (viii) any Contract with any Governmental Authority; (ix) any Affiliate Contract; (x) any Contract requiring any Acquired Company (A) to co-invest with any other Person, (B) to provide seed capital or similar investment or (C) to invest in any investment product; (xi) any Contract that contains (A) a “clawback” or similar undertaking requiring the contribution, reimbursement or refund by an Acquired Company of any prior distribution, return of capital or fees (whether performance based or otherwise) paid to any such Person or (B) a “most favored nation” or similar provision; (xii) any Contract that contains key person provisions pertaining to employees of any Acquired Company; (xiii) any placement agent agreement, or other similar Contract for the distribution or sale of notes, shares, units or interests of a CLO Entity, which CLO has not otherwise identified closed and which placement agent agreement has not terminated as of the date of this Agreement; (xiv) each CLO Document; (xv) any Contract with any CLO Entities to which an Acquired Company is a party and by which an Acquired Company or any of its assets is bound; (xvi) any Side Letter; (xvii) any Contract entered into by a Seller Party or an Affiliate in this Sectionconnection with the acquisition of an interest in an Acquired Company or a predecessor entity or the acquisition of an investment management agreement or collateral management agreement now held by an Acquired Company; and (xviii) any other Contract not made in the ordinary course of business that would be required as an exhibit in a registration statement under is material to the Securities Act of 1933Acquired Companies. (b) Each CPI As of the date of this Agreement, (i) each Material Contract is valid and binding on the Acquired Company party thereto and is in full force and effect, effect and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules no Acquired Company or, to the Knowledge of law governing specific performancethe Seller Parties, injunctive relief and any other equitable remedies and (iii) party thereto, is in default or breach in any material respect under the case terms of any such Material Contract, nor to the Knowledge of the Seller Parties, has any event occurred that, with notice or lapse of time or both, would constitute a material breach of any Material Contract with a Governmental Body, laws applicable by any Acquired Company party thereto. (c) Except as As of the Closing Date, after giving effect to the Transactions, and subject to receipt of the CLO Manager Required Consents and the other consents set forth in on Section 3.05 of the CPI Disclosure Schedule, and the satisfaction of any notice requirement with respect to each Material Contract set forth on Section 3.04 of the Disclosure Schedule and Section 3.05 of the Disclosure Schedule: (i) CPI has not materially violated each Material Contract will be valid and binding on the Acquired Company party thereto and will be in full force and effect and (ii) no Acquired Company or, to the Knowledge of the Seller Parties, any other party thereto, will be in default or breached, or committed breach in any material default under, respect under the terms of any CPI such Material Contract, andnor, to the best Knowledge of the knowledge of CPISeller Parties, no other Person has materially violated or breachedwill any event have occurred that, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 time or both, would constitute a material violation or breach of any of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.10(a) of the Disclosure Schedule identifies lists each CPI Contract that constitutes described below (the Contracts required to be listed on Section 3.10(a) of the Disclosure Schedule, each a "CPI “Material Contract." For purposes of this Agreement, each of the following shall be deemed ”) to constitute which any Acquired Entity is a CPI Material Contractparty or by which any Acquired Entity or its assets or properties is bound: (i) any Contract relating related to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Indebtedness for borrowed money or any other payment (other than payments in respect of salary and the grant of standard benefits)obligation to purchase, redeem, retire or otherwise acquire for value any Equity Interests; (ii) any Contract related to an acquisition, divestiture, merger or similar transaction that provides for indemnification of any officerincludes representations, directorcovenants, employee indemnities or agentother obligations (including payment, indemnification, “earnout” or other contingent obligations) that are in effect on the date hereof; (iii) any Contract, except for a Contract related to an acquisition subject to Section 3.10(a)(ii), that obligates any Acquired Entity to make any capital commitment or capital expenditure (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect including pursuant to any securities, or (Cjoint venture) providing CPI with any right in excess of first refusal with respect to, or right to repurchase or redeem, any securities$50,000; (iv) any Contract requiring that CPI give with any noticecovenant limiting or prohibiting the right of any Acquired Entity (A) to engage in any line of business or conduct business in any geographic area, obtain (B) to distribute or offer any consent products or provide services, (C) to solicit any information employees, customers or suppliers of any other Person, or (D) to compete with any other Person prior to accepting in any Acquisition Proposalline of business or in any geographic area; (v) any Contract (not otherwise identified in this Section) that (A) has a term grants any right of more than sixty (60) days first refusal, right of first offer or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery similar right with respect to any assets, rights or properties of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractany Acquired Entity; (vi) any Contract (A) relating to which Equity Interests in any Governmental Body is a party business or under which enterprise, including investments in any Governmental Body has any rights or obligationsjoint venture, strategic alliance, or involving partnership agreements (excluding, for the avoidance of doubt, any management agreements or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractparticipating provider agreements); (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; andContract with any Government Program pursuant to which an Acquired Entity has ongoing material obligations; (viii) any Contract pursuant to which any Acquired Entity (A) has granted or agreed to assign or transfer to any other Person any right, title or interest to any material IP Rights (including any license agreements, coexistence agreements and covenants not otherwise identified to sue) or (B) has received or agreed to receive from any other Person any license in this Sectionor to any material IP Rights, excluding (1) Contracts concerning commercially available shrink-wrap, online or off-the-shelf software, (2) Contracts for the assignment of IP Rights from employees or independent contractors in the Ordinary Course of Business, (3) rights granted under non-disclosure agreements, and (4) license grants incidental to the provision of products or services to the Acquired Entities or by the Acquired Entities to any customers; (ix) any Contract relating to any settlement or related Claims with outstanding performance obligations (other than with respect to confidentiality); (x) any Contract that would is a Related-Party Transaction; (xi) any Contract related to leases of equipment, vehicles or other personal property that, in each case, involves annual payments by any Acquired Entity in excess of $75,000 in any fiscal year; (xii) any Contract with a Key Vendor, Key Customer or Key Third-Party Payor; (xiii) any Contract that constitutes a Provider Participation Agreement that covers more than seven hundred and fifty hundred (750) lives (each, a “Key Provider”); (xiv) any Contract for the employment or engagement of any officer, individual employee, or other individual on a full-time, part-time, consulting, independent contractor or other basis that cannot be required as terminated upon 30 days’ notice or less or without penalty, and any other Contract providing for severance or other termination payments or change of control payments or benefits; and (xv) any Contract that contains (i) “most favored nation” or equivalent preferential pricing terms for the benefit of any Person (other than an exhibit in Acquired Entity), or (ii) a registration statement under the Securities Act grant of 1933“exclusivity” or agreement to deal exclusively with, or a grant of exclusive rights or rights of first refusal to, any Person that restricts an Acquired Entity other than any agreement with CMS or a Government Program. (b) Each CPI Except as disclosed on Section 3.10(b) of the Disclosure Schedule, the Acquired Entities have made available to Buyers true and complete copies of each Material Contract, together with all amendments and other changes thereto (all of which are disclosed on Section 3.10(a) of the Disclosure Schedule). (c) Except as disclosed on Section 3.10(c) of the Disclosure Schedule: (i) no Material Contract has been terminated or, to the Company’s Knowledge, is in a default or breached by the other party thereto, (ii) no Acquired Entity is in default under, or in breach of, any Material Contract, and, to the Company’s Knowledge, no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default or breach thereunder and (iii) each Material Contract is valid and in full force and effect, is the legal, valid and is binding obligation of the Acquired Entity party thereto, and (A) to the Company’s Knowledge, the other parties thereto, enforceable against each of them in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency the Bankruptcy and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies Equity Exceptions and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, andB), to the best Company’s Knowledge as of the knowledge of CPIdate hereof, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to will continue as such following the best consummation of the knowledge of CPI, no event transactions contemplated hereby. No Acquired Entity 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwiseor, to the knowledge of CPICompany’s Knowledge, taken any action with respect to such party's complaint for a period of more than six months following receipt oral notice of the communication; and (iv) CPI has not waived intention of any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have other party to a Material Adverse Effect on CPI. (d) To Contract to terminate any Material Contract prior to the best expiration of the knowledge of CPI, no Person is renegotiatingterm (including renewal terms) thereof, or has to amend the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision terms of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedoutside of the ordinary course of business consistent with past practice.

Material Contracts. (a) The CPI Except for this Agreement or as set forth in Section 4.12(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes Schedule, as of the date of this Agreement, each neither the Company nor any of the following shall be deemed its Subsidiaries is a party to constitute a CPI Material Contractor bound by: (i) any Contract relating that is reasonably expected to require either annual payments to or from the employment ofCompany and its Subsidiaries of more than $500,000, which are not cancelable (without penalty, cost or the performance other liability) by giving notice of services by, any officer, director ninety (90) days or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)less; (ii) any Contract that provides for indemnification of any officer, director, employee with a Top Customer or agentTop Supplier; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesCompany Government Contract; (iv) any Contract requiring that CPI give provides for Indebtedness of the Company or any noticeof its Subsidiaries having an outstanding principal or notional amount (or, obtain in the case of capital leases, the amount capitalized and reflected as a liability on the balance sheet) in excess of $500,000 (and, for the avoidance of doubt, excluding any consent or provide any information to any Person prior to accepting any Acquisition Proposalpayment terms on purchases in the Ordinary Course Of Business); (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days evidencing financial or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates commodity hedging or involves (I) the payment similar trading activities, including any interest rate swaps, financial derivatives master agreements or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contractconfirmations, or (II) the performance of services on futures account opening agreements and/or brokerage statements or after the date hereof having a value in excess of $300,000 in aggregate payments under such similar Contract; (vi) any Contract (A) to which any Governmental Body is a party lease, rental or under which any Governmental Body has any rights or obligationsoccupancy agreement, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract real property license, or other Contract between CPI for, in each case, the lease of Leased Real Property that involves annual payments from the Company and any contractor or subcontractor to any Governmental Body) its Subsidiaries in excess of $100,000 and that (B) contemplates or involves (I) the payment or delivery of cash lease, rental agreement, installment and conditional sale agreement, or other consideration on Contract that, in each case in this clause (B), (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any personal property and (y) involves annual payments from the Company and its Subsidiaries in excess of $500,000; (vii) any Contract pursuant to which the Company or any of its Subsidiaries (A) grants any license, sublicense, covenant not to xxx, release, waiver, option or other right under any Intellectual Property Rights material to the business of the Company and its Subsidiaries as a whole, or (B) receives any license, sublicense, covenant not to xxx, release, waiver, option or other right under any Intellectual Property Rights material to business of the Company and its Subsidiaries as a whole, other than non-exclusive licenses for non-customized, commercially available off-the-shelf Software entered into in the Ordinary Course of Business, for which the annual fee does not exceed $150,000 individually; (viii) any Contract related to a collective bargaining arrangement or with a labor union, labor organization, works council or similar organization; (ix) any Contract related to any settlement of any Proceeding pursuant to which the Company or any of its Subsidiaries will be required after the date hereof of this Agreement to pay consideration in an amount excess of $500,000; (x) any partnership, limited liability company, joint venture or having other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture, except for any such agreements or arrangements solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xi) any Contract relating to the, direct or indirect, acquisition or disposition of any capital stock or other securities, assets or business (whether by merger, sale of stock, sale of assets or otherwise) in each case with a purchase price in excess of $500,000 and (A) which was entered into since December 31, 2020 or (B) pursuant to which the Company or any of its Subsidiaries reasonably expects to be required to pay or receive any earn-out, deferred or other contingent payments following the consummation of the acquisition or disposition; (xii) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other assets reasonably expected to result in payments to or from the Company and its Subsidiaries with a value in excess of $300,000 250,000 in aggregate payments under such Contract, any twelve-month period; (xiii) any Contract that on its face (A) purports to restrict the ability of the Company or any of its Affiliates (II) the performance of services on including Parent at or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract;Effective Time) from (vii1) directly or indirectly, engaging in any open purchase order placed by CPI requiring future aggregate payments business or competing in excess of $300,000; and any business with any Person (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtorsincluding soliciting clients or customers), (ii2) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of operating its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed business in any material respect manner or location or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of Except for this Agreement, each Section 3.17 of the following shall be deemed Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described below in this Section 3.17(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 constitute which the Company or any Company Subsidiary is a CPI party or to which any of their respective properties or assets is subject, in each case as of the date hereof other than Company Benefit Plans listed on Section 3.10(a) of the Company Disclosure Letter (all Contracts of the type described in this Section 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 Contract relating to material respect the employment of, or freedom of the performance of services byCompany, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Company Subsidiary or any other payment of their respective affiliates (other than payments including Parent and its affiliates after the Effective Time) to compete or engage in respect any line of salary business or geographic region or with any Person or sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, the Company Subsidiaries or any of their respective affiliates (including Parent and its affiliates after the grant Effective Time) from the development, marketing or distribution of standard benefits)products and services, in each case, in any geographic area; (ii) any each Contract that provides limits the freedom of the Company, any Company Subsidiary or any of their respective affiliates to negotiate or, except for indemnification provisions requiring notice or consent to assignment by the counterparty thereto, consummate any of any officer, director, employee or agentthe Transactions; (iii) any Contract material legal partnership, joint venture, strategic alliance, limited liability company agreement (Aother than any such agreement solely between or among the Company and its wholly owned Subsidiaries) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesmaterial Contract; (iv) each acquisition or divestiture Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making by the Company or any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition ProposalCompany Subsidiary of future payments in excess of $1,000,000; (v) each Contract that gives any Contract Person the right to acquire any assets of the Company or any Company Subsidiary (not otherwise identified in this Sectionexcluding ordinary course commitments to purchase Company Products) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess with consideration of more than $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract1,000,000; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such each IP Contract; (vii) any open purchase order placed Contract to provide Source Code for any Company Product to any third Person, including any Contract to put such Source Code in escrow with a third Person on behalf of a licensee or contracting party, other than Contracts with employees and contractors of the Company or any Company Subsidiary pursuant to which such employee or contractor is provided Source Code for use solely in connection with such employee’s or contractor’s performance of services for the Company or a Company Subsidiary; (viii) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of the Company or any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time); (ix) any Contract providing for (i) any severance, termination payment, or advance notice of termination to any employee or individual independent contractor (or any other Person contracted to provide services that is controlled by CPI requiring future aggregate an individual independent contractor) 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; (x) 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, payments in excess of $300,0003,500,000 in the twelve (12) month period following the date hereof; (xi) 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; (xii) each Contract with a Material Customer, a Material Supplier or a Material Reseller, excluding non-disclosure agreements, purchase or service orders, sales acknowledgements, and other similar documents entered into or provided in the ordinary course of business consistent with past practice; (xiii) 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 Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any businesses or material assets; (xiv) each Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display requirements that are binding on the Company or its affiliates (including Parent or its affiliates after the Effective Time); (xv) each Company Government Contract (except for customer contracts pursuant to which the Company receives annual revenue below $1,000,000 and which are on the Company standard form which has been made available to Parent); (xvi) each Company Lease; (xvii) each Contract relating to outstanding or potential Indebtedness (or commitments in respect thereof) of the Company or the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $100,000 or relating to any Liens on the assets of the Company or any Company Subsidiary; (xviii) each Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $100,000 or with a notional value in excess of $100,000; (xix) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate, beneficial owner, associate or immediate family member; (xx) each Contract (including any side letters) governing or amending, modifying, supplementing or otherwise relating to any of the Convertible Notes Indentures or any of the Convertible Notes Hedge Obligations; and (viiixxi) any Contract (not otherwise identified described in any other subsection of this SectionSection 3.17(a) that would be required constitute a “material contract” (as an exhibit such term is defined in a registration statement under Item 601(b)(10) of Regulation S-K of the Securities Act of 1933SEC) with respect to the Company. (b) Each CPI True and complete copies of each Material Contract in effect as of the date hereof have been made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Material Contract, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, as of the date hereof, no other party to any Material Contract is valid in breach of or default under the terms of any Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is a valid, binding and enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each other party thereto, and is in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable theretoEnforceability Limitations. (c) Except as set forth True and complete copies of each Government Contract Bid that, if accepted, would be a Material Contract of the type specified in the CPI Disclosure Schedule: Section 3.17(a)(xv) (ia “Material Government Bid”) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, have been made available to Parent prior to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIdate hereof. (d) To Except as has not been, and would not reasonably be expected to be, individually or in the best aggregate, material to the Company and the Company Subsidiaries, taken as a whole, (i) each Company Government Contract is binding on the Company or the Company Subsidiary party thereto and is in full force and effect, subject to the Enforceability Limitations, (ii) no Company Government Contract or offer, quotation, bid or proposal to sell products or services made by the Company or any Company Subsidiary to any Governmental Entity or any prime contractor (a “Government Contract Bid”) is the subject of bid or award protest proceedings resulting from the conduct of the knowledge Company or any of CPIits Subsidiaries, and (iii) neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Company Government Contract. The Company and the Company Subsidiaries are in compliance, and have been in compliance since January 1, 2019, in all material respects with the terms and conditions of each Company Government Contract and Government Contract Bid, including all clauses, provisions and requirements incorporated expressly by reference or by operation of Law therein. Except as has 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, 2019, neither any Governmental Entity nor any prime contractor or subcontractor has notified the Company or any Company Subsidiary in writing that the Company or any Company Subsidiary has, or is alleged to have, breached or violated in any material respect any Law, representation, certification, disclosure, clause, provision or requirement pertaining to any Company Government Contract or Government Contract Bid. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole, since January 1, 2019, no Person is renegotiating, or has costs incurred by the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, Company or any other Company Subsidiary pertaining to any Company Government Contract have been proposed for disallowance or deemed finally disallowed in writing by a Governmental Entity, and no material term payment due to the Company or provision of any CPI Material ContractCompany Subsidiary pertaining to any Company Government Contract has been withheld or set off, including termination provisionsnor has any claim been made to withhold or set off any such payment. (e) The CPI Disclosure Schedule sets forth 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 list whole, since January 1, 2019, (i) none of all claims made 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 CPI Material Contract that are disputed in Governmental Entity with respect to the award or performance of any material respect Company Government Contract, the subject of any actual or, to CPI's knowledgethe Company’s Knowledge, where threatened in writing, “whistleblower” or “qui tam” lawsuit, or audit (other than a dispute as routine contract audit) or investigation of the Company or any Company Subsidiary with respect to any Company Government Contract, including any alleged material matter 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 been threatenedmade 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) The CPI Disclosure Except as set forth on Schedule identifies each CPI Contract that constitutes 3.15(a), neither the Company nor any Company Subsidiary is a "CPI Material Contract." For purposes of this Agreementparty to, each of the following shall be deemed to constitute a CPI Material Contractor bound by, any executory: (i) any Contract relating to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)collective bargaining agreement; (ii) employment contract providing for (A) an annual salary in excess of $250,000 or (B) severance payments or any Contract that provides for indemnification written obligation to provide payment in lieu of any officer, director, employee or agentnotice of termination in excess of $150,000; (iii) any Contract (A) relating to the acquisitionbonus, issuancepension, votingprofit sharing, registrationretirement or other form of deferred compensation plan, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesother than as described on Schedule 3.10(a); (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information contract relating to any Person prior to accepting any Acquisition ProposalIndebtedness for Borrowed Money; (v) license or royalty contract with respect to any Contract Proprietary Rights to which the Company or any Company Subsidiary is a party as licensee or licensor (not otherwise identified in this Section) that (A) has a term of more other than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contractcontracts relating to unmodified, commercially available off-the-shelf software, or (II) licenses granted to customers in the performance ordinary course of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractbusiness); (vi) trade allowance, trade in, billback, rebate, discount or similar program of or for the Company or any Contract (A) to which Company Subsidiary for the benefit of or with any Governmental Body is a party customer or under which supplier of the Company or any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or Company Subsidiary other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) than in the payment or delivery ordinary course of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractbusiness; (vii) contract containing an outstanding power of attorney with respect to the Company or any open Company Subsidiary; (viii) contract for the shipping or distribution of the goods of the Company or any Company Subsidiary that resulted in payments by the Company or any Company Subsidiary in excess of $150,000 for fiscal year 2015; (ix) contract with a Governmental Entity; (x) joint venture, partnership or other agreement (however named) involving a sharing of profits, losses, costs or liabilities or obligations by the Company or any Company Subsidiary with any other Person; (xi) contract which prohibits the Company or any of the Company Subsidiaries from freely engaging in any line of business anywhere in the world, competing with any Person, soliciting customers or suppliers of any other Person, or selling or purchasing any product, in each case if such prohibition is material to the Company and the Company Subsidiaries; (xii) contract (other than purchase order placed by CPI requiring future aggregate orders) with any customer of the Company or a Company Subsidiary that resulted in revenue in excess of $2,500,000 for fiscal year 2015; (xiii) contract the performance of which involved payments in excess of $300,000; and1,000,000 during fiscal year 2015 that cannot be terminated upon notice of 90 days or less without penalty; (viiixiv) lease or agreement under which it is lessee of, or holds or operates, (A) any Contract personal property owned by any other party, for which the annual rental exceeds $250,000, or (not otherwise identified B) any real property owned by any other party, for which the annual rental exceeds $500,000 or is used or operated as a manufacturing facility regardless of annual rental; (xv) lease or agreement under which it is lessor of or permits any third party to hold or operate any of its personal property, for which the annual rental exceeds $250,000; (xvi) contract relating to the purchase or sale of real property; (xvii) agreement relating to any completed business acquisition or divestiture by the Company or any Company Subsidiary since March 29, 2014; (xviii) guaranty of any obligation for borrowed money or other material guaranty; (xix) any agreement or group of related agreements for capital expenditures or the acquisition of fixed assets in this Sectionexcess of $500,000 (other than agreements relating to business acquisitions); (xx) agreement that would be required as an exhibit provides for the indemnification by the Company or any Company Subsidiary of any Person, other than any such agreements entered into in a registration statement under the Securities Act ordinary course of 1933business; (xxi) contract involving the settlement of any Action or threatened Action; or (xxii) any amendment, supplement or modification of any of the foregoing. (b) Each CPI Material Contract is valid and in full force and effectExcept as specifically disclosed on Schedule 3.15(b), and is enforceable in accordance with its terms, subject to (i) laws each contract listed on Schedule 3.15(a) (each, a “Material Contract”) is binding on the Company or the applicable Company Subsidiary, as the case may be, and, to the Knowledge of general application relating the Company, each other party thereto, except to the extent enforceability may be subject to or limited by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and the relief of debtorsby general equitable principles, (ii) rules of law governing specific performancethe Company or a Company Subsidiary, injunctive relief and other equitable remedies and as applicable, has performed in all material respects all obligations required to be performed by it to date under the Material Contracts, (iii) neither the Company nor any Company Subsidiary has received written notice that it is in breach or default in any material respect under any Material Contract; and (iv) to the case Knowledge of the Company, no other party is in breach or default in any Contract with a Governmental Bodymaterial respect under any Material Contract. For the avoidance of doubt, laws applicable thereto“Material Contracts” shall not include any contract that will be fully performed or satisfied as of or prior to Closing. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) Parent has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiatingsupplied with, or has the right to renegotiatebeen given access to, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list true and correct copy of all claims made under any CPI Material Contract that are disputed in any material respect orContracts, to CPI's knowledge, where a dispute as to any material matter has been threatenedtogether with all amendments thereto.

Material Contracts. Except as set forth on Schedule 4.11, none of the Contracts includes: (a) The CPI Disclosure Schedule identifies each CPI Contract Any agreement, contract or commitment that constitutes a "CPI Material Contract." For purposes of this Agreement, each of the following shall be deemed to constitute a CPI Material Contract: (i) any Contract relating to the employment of, or involves the performance of services byby the Company or any Subsidiary of an amount or value (as measured by the revenue reasonably expected to be derived therefrom during the 12 months ended December 31, 2007) in excess of $100,000 annually; (b) Any agreement, contract or commitment that involves the payment by the Company or any officerSubsidiary of more than $50,000 annually; (c) Any agreement, director indenture or employee and any Contract pursuant other instrument which contains restrictions with respect to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment of dividends or any other payment (other than payments distribution in respect of salary and the grant Company’s capital stock; (d) Any written employment contracts or independent contractor agreements (including any collective bargaining contract or union agreement) relating to employees or independent contractors which may not be immediately terminated without penalty (or any augmentation or acceleration of standard benefits); (iie) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right Any leases with respect to any securitiesproperty, real or (C) providing CPI with any right personal, except for leases of first refusal with respect to, or right to repurchase or redeem, any securitiespersonal property involving less than $100,000 per year; (ivf) any Contract requiring that CPI give any noticeAny agreement, obtain any consent contract or provide any information commitment to any Person prior be performed relating to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value capital expenditures in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract100,000; (vig) Any agreement, indenture or instrument relating to indebtedness of the Company or any Contract Subsidiary for borrowed money or the deferred purchase price of property (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) excluding trade payables in the payment or delivery ordinary course of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractbusiness; (viih) Any loan or advance to or investment in, any open purchase order placed by CPI requiring future aggregate payments in excess Person, or any agreement, contract or commitment relating to the making of $300,000; andany such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits; (viiii) Any guarantee or other contingent liability in respect of any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act indebtedness or obligation of 1933.any Person; (bj) Each CPI Material Contract is Any agreement, contract or commitment that grants any person or entity the exclusive right to sell products or services; (k) Any agreement, contract or commitment that purports to limit the freedom of the Company or any Subsidiary to compete in any line of business or to conduct business in any geographic location; (l) Any agreement, contract or commitment entered into outside the Company or the Subsidiaries, as applicable, Ordinary Course of Business; (m) Any agreement, contract or commitment that involves interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging contracts; or (n) Any agreement, contract or commitment related to profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, “golden parachute” or other similar agreement for the benefit of its current or former directors, officers, employees or other service provider. The Company made available to Parent complete and accurate copies of all of the foregoing Contracts. All of the Contracts are legal, valid and binding obligations of the Company or one of the Subsidiaries, and is in full force and effect. The Company or applicable Subsidiary has duly performed all of its material obligations under each Contract to the extent those obligations have accrued and no material default, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breachedviolation, or committed any material default underbreach by the Company or such Subsidiary, any CPI Material Contract, andor, to the best Knowledge of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default underCompany, any CPI Material Contract; (ii) to the best of the knowledge of CPIother party, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person Contract has occurred which affects the right to accelerate the maturity or performance enforceability of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI such Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contractparties’ rights thereunder, including termination provisionsrights of termination, modification and acceleration. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.21(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes sets forth a "CPI Material Contract." For purposes of this Agreement, each complete and accurate list of the following shall be deemed to constitute a CPI Material ContractContracts: (i) any Contract relating (A) research, development or license agreement with respect to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment material Company Proprietary Rights (other than feasibility study agreements entered into by the Company or any of its subsidiaries in the ordinary course of business), (B) agreement granting a right of first refusal, or right of first offer or comparable right with respect to Company Proprietary Rights, (C) joint venture, partnership or similar agreement involving a sharing of profits, losses, costs, or liabilities with another person 18 or entity, (D) agreement providing for the payment or receipt by either the Company or one of its subsidiaries of milestone payments or royalties (other than feasibility study agreements entered into by the Company or any of its subsidiaries in respect the ordinary course of salary and business), or (E) agreement that individually requires aggregate expenditures by any of the grant Company or its subsidiaries in any one year of standard benefits)more than $250,000; (ii) any Contract indenture, trust agreement, loan agreement or note that provides involves or evidences outstanding Liabilities for indemnification borrowed money in excess of any officer, director, employee or agent$250,000; (iii) any Contract (A) relating to the acquisitionagreement of surety, issuance, voting, registration, sale guarantee or transfer indemnification that involves potential obligations in excess of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities$250,000; (iv) any Contract requiring agreement that CPI give limits or restricts the Company, any noticeof its subsidiaries or any of their affiliates or successors in competing or engaging in any line of business, obtain in any consent therapeutic area, in any geographic area or provide with any information to any Person prior to accepting any Acquisition ProposalPerson; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash interest rate, equity or other consideration on swap or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractderivative instrument; (vi) any Contract (A) agreement obligating the Company to which any Governmental Body is a party or register securities under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract;Securities Act; or (vii) any open purchase order placed by CPI requiring future aggregate payments in excess other Contract of $300,000; and (viii) any Contract (not otherwise identified in this Section) the Company or its subsidiaries that would be required as an exhibit in a registration statement under is material to the Securities Act of 1933Company or its subsidiaries. (b) Each CPI The Company has delivered to Parent or has made available to Parent a correct and complete copy of each Contract (as amended to the date of this Agreement) listed in Section 3.21(a) of the Company Disclosure Schedule. With respect to each Contract so listed, except as would not have a Company Material Adverse Effect: (i) the Contract is valid legal, valid, binding and enforceable and in full force and effect, and is enforceable in accordance effect with its terms, subject respect to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in Company or the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contractsubsidiary, and, to the best knowledge of the knowledge Company, the written arrangement is legal, valid, binding and is enforceable and in full force and effect with respect to each other party thereto, in each case except as such enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting the enforcement of CPIcreditors' rights generally, no other Person has materially violated or breachedand except that the availability of equitable remedies, or committed including specific performance, is subject to the discretion of the court before which any material default under, any CPI Material Contractproceeding therefore may be brought; (ii) the Contract will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the best Closing and does not require the consent of any party to the Transactions; and (iii) none of the Company or the applicable subsidiary is in breach or default, and to the knowledge of CPIthe Company, no event has occurred, and no circumstance or condition exists, that (occurred which with or without notice or lapse of time) could reasonably be expected to (A) result in time would constitute a material violation breach or breach of any of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contractpermit termination, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contractmodification, or (D) give any Person the right to cancelacceleration, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to thereunder. To the knowledge of CPIthe Company, taken any action with respect to such party's complaint for a period of more than six months following receipt none of the communication; and (iv) CPI has not waived Company or any of its material rights under subsidiaries is a party to any CPI Material Contractoral contract, in each case where such breachagreement or other arrangement which, defaultif reduced to written form, violation or waiver would have a Material Adverse Effect be required to be listed on CPI. (dSection 3.21(a) To the best of the knowledge Company Disclosure Schedule. There are no outstanding powers of CPI, no Person is renegotiating, or has attorney executed on behalf of the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, Company or any other material term or provision of any CPI Material Contract, including termination provisionsits subsidiaries. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 4.15(a) of the Disclosure Schedule identifies each CPI Contract that constitutes lists the following Contracts to which the Company or any of its Subsidiaries is a "CPI Material Contract." For purposes party or by which the Company or of its Subsidiaries is bound as of the date of this Agreement (other than this Agreement, each the WC Minority Purchase Agreement, the Indemnification Agreement, the Voting Agreement, the Escrow Agreement, Real Property Leases, Benefit Plans, Policies, Contracts set forth in Section 4.13(b)(ii) of the following shall be deemed Disclosure Schedule, Contracts set forth in Section 4.13(f) of the Disclosure Schedule, Contracts set forth in Section 4.18 of the Disclosure Schedule and Contracts that have been filed as of or prior to constitute the date hereof by the Company as a CPI Material Contract:material contract pursuant to Item 601(b)(10) of Regulation S-K): (i) any each Contract relating that is required to be, but has not been, filed by the employment of, or the performance of services by, any officer, director or employee and any Contract Company as a material contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect Item 601(b)(10) of salary and the grant of standard benefits)Regulation S-K; (ii) each Contract (other than this Agreement) that contains a non-competition provision or other covenant restricting in any Contract that provides for indemnification material respect the ability of the Company or any officer, director, employee of its Subsidiaries to engage or agentcompete in any manner in the business presently conducted by the Company or any of its Subsidiaries; (iii) any each Contract (A) relating to the acquisition, issuance, voting, registration, sale that creates a partnership or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance joint venture or any similar right arrangement with respect to the Company or any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesits Subsidiaries; (iv) any Contract requiring that CPI give any noticeeach indenture, obtain any consent credit agreement, loan agreement, security agreement, guarantee, note, mortgage or provide any information other agreements and instruments relating to any Person prior to accepting any Acquisition Proposalthe borrowing of money or extension of credit or other evidence of indebtedness or agreement providing for indebtedness in excess of $100,000; (v) each Contract that relates to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) other than this Agreement and the Primrose Agreement; (vi) each Contract (not otherwise identified in this Section) that (A) has a term involves performance of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment services or delivery of cash goods or other consideration on materials by or after to the date hereof Company or any of its Subsidiaries in an amount or having with a value in excess of $300,000 in aggregate payments under such Contract, any 12-month period (which period may extend past the Closing); (vii) each Contract that is not cancelable by the Company or (II) any of its Subsidiaries on notice of 90 days or less and that requires payment by the performance Company or any of services on or its Subsidiaries after the date hereof having a value of more than $300,000; (viii) each Contract entered into other than in the ordinary course of business consistent with past practice involving aggregate payments by or to the Company or any of its Subsidiaries in excess of $300,000 per year or $600,000 in aggregate payments under such Contractthe aggregate; (viix) each Contract providing for the indemnification of any Contract officer, director, employee, manager or independent contractor of the Company or any Subsidiary of the Company (A) to which other than the certificate or articles of incorporation, as applicable, and bylaws of the Company or any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000its Subsidiaries); and (viiix) any each Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under requiring the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated Company or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under Subsidiaries to make any CPI Material Contractinvestment (in the form of a loan, capital contribution or otherwise) in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. any Person (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, other than WC Holdings or any other material term or provision of any CPI Material Contract, including termination provisionsits Subsidiaries). (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 4.10(a) of the Company Disclosure Schedule identifies sets forth (grouped by each CPI Contract that constitutes a "CPI Material Contract." For purposes clause of this Agreement, each of Section 4.10(a)) the following shall be deemed to constitute a CPI Material Contract: contracts (i) any Contract relating collectively, along with each Lease and each other contract which is material to the employment ofGroup Entities, taken as a whole, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); (ii) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any conduct of its material rights under any CPI Material Contract, in each case where such breach, default, violation business or waiver the absence of which would have a Material Adverse Effect on CPIthe Company, "Material Contracts") in effect as of the date of this Agreement to which any Group Entity is a party: (i) any contract (excluding any customer, provider or employment contract) that the Company reasonably anticipates will, in accordance with its terms, involve aggregate annual payments after the date hereof by any Group Entity of more than $100,000 and that is not cancelable without liability within 60 days; (ii) any contract, note or other instrument with any customer of the Company; (iii) each provider contract or other contract with an individual, facility, program or entity rendering professional health care services as a contractor to any Group Entity under which $100,000 has been paid in calendar year 1996 or is reasonably likely to be paid in calendar year 1997 and that is not cancelable without payment to a third party or liability within 90 days; (iv) any employment or consulting contracts (including without limitation any arrangements or obligations with respect to severance, change in control or termination pay) with any member of the Board of Directors, officer or employee of any Group Entity; (v) all partnership, joint venture or similar contracts of any Group Entity; (vi) any note, loan, letter of credit, contract relating to indebtedness for borrowed money or capitalized leases, or other contract in respect of which any Group Entity is obligated in any way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person or entity involving aggregate obligations of the Group Entities of more than $50,000; (vii) any indemnity arrangement arising in connection with any sale or disposition of assets (other than sales of assets in the ordinary course of business); (viii) any acquisition or disposition contracts of any Group Entity under which a party thereto remains obliged to pay monies or perform; (ix) all contracts with any Governmental Authority or with any labor union; (x) contracts for capital expenditures requiring payments by any Group Entity after the date hereof in excess of $100,000 for any single project; (xi) all patent, trademark, service xxxx, trade name, copyright and franchise licenses, royalty agreements or similar contracts; (xii) any material contracts relating to the licensure or ownership of the hardware or software utilized in any Group Entity's information systems; and (xiii) each contract to which any Group Entity is a party (i) limiting the right of any Group Entity prior to or after the Closing Date, or Parent or any of its subsidiaries or Affiliates at or after the Closing Date, (A) to engage in, or to compete with any person in, any business, including each contract or agreement containing exclusivity provisions restricting the geographical area in which, or the method by which, any business may be conducted by any Group Entity prior to or after the Closing Date, or Parent or any of its subsidiaries or Affiliates after the Closing Date or (B) to solicit any customer, client or patient or (ii) containing "most favored nations" or similar provisions affecting the pricing terms of contracts to which it is a party. The Company has made available to Parent true and complete copies of all written Material Contracts (including all amendments thereto). Without limiting the generality of the foregoing, the Company has provided to Parent a true and complete copy of the amendment to its existing contract with Physician Health Services ("PHS") relating to the Connecticut Medicaid business, extending the terms of such existing contract through December 31, 1998. Set forth in Section 4.10(a)(xiv) of the Company Disclosure Schedule is a true and complete list of base compensation as reported on Form W-2 for each person disclosed as being the beneficiary of a contract or obligation pursuant to Section 4.10(a)(iv) hereof, since and including calendar year 1991, or with respect to any person whose employment with the Company commenced subsequent to 1991, since and including the first calendar year of such person's employment. (b) Each Material Contract which is a customer contract, and each other material contract of any Group Entity which is a customer contract which would have been required to be disclosed in Section 4.10(a) of the Company Disclosure Schedule had such contract been entered into prior to the date of this Agreement, is in full force and effect and is a legal, valid and binding obligation, and there is not (i) any material default (or any event which, with the giving of notice or lapse of time or both, would be a material default) by any Group Entity or, to the knowledge of the Company, any other party, in the timely performance of any obligation to be performed or paid under any such Material Contract or any such other material contract, (ii) to the Company's knowledge, any threat of cancellation or termination of any such Material Contract or other such material contract, (iii) any contract that has been canceled or otherwise terminated within the last 12 months which would have been such a Material Contract had such contract not been canceled or terminated, or (iv) to the Company's knowledge, any material amendment to any such Material Contract, which amendment has been entered into or became effective in the last twelve months, except, in each case, as specifically described in Section 4.10(b) of the Company Disclosure Schedule. (c) Each Material Contract which is not a customer contract, and each other material contract of any Group Entity which is not a customer contract and which would have been required to be disclosed in Section 4.10(a) of the Company Disclosure Schedule had such contract been entered into prior to the date of this Agreement, is in full force and effect and is a legal, valid and binding obligation, and there is (i) no material default (or any event which, with the giving of notice or lapse of time or both, would be a material default) by any Group Entity or, to the knowledge of the Company, any other party, in the timely performance of any obligation to be performed or paid under any such Material Contract or any such other material contract, or (ii) to the knowledge of the Company, no threat of cancellation or termination of any such Material Contract or other such material contract, except, in each case, as specifically described in Section 4.10(c) of the Company Disclosure Schedule. (d) To the best of the knowledge of CPIAs used herein, no Person is renegotiating(1) "contract" means any written agreement and any legally binding oral agreement, commitment or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision arrangement and (2) "customer contract" means a contract with a customer of any CPI Material Contract, including termination provisionsGroup Entity. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.18(a) of the Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes Letter includes, as of the date of this Agreement, each a true, complete and correct list of all of the following shall Contracts to which Sellers, the Companies or any of their respective Subsidiaries is a party or under which any of the Business Assets are bound (but solely to the extent such Contract relates to the Business), excluding any Classified Contracts and Real Property Leases (the Contracts listed on Section 3.18(a) of the Disclosure Letter, or that would be deemed required to constitute a CPI be listed therein if entered into after the date hereof, the “Material Contract:Contracts”). (i) any Contract relating to the employment of, material joint venture or the performance of services by, partnership agreement with any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)unaffiliated third party; (ii) any material Contract with a Material Customer, Material Partner or Material Supplier, in each case other than (A) Classified Contracts, (B) Contracts for open source or free software; and (C) Contracts that provides for indemnification of any officer, director, employee or agentare Excluded Contracts; (iii) any Contract exclusively or primarily relating to the Business whose term exceeds one (1) year and that (A) relating to is not cancelable by any of Sellers, the acquisition, issuance, voting, registration, sale Companies or transfer their respective Subsidiaries on notice of any securities, 120 or fewer days without payment by such Person and (B) providing involves aggregate annual payments to or expenditures by any Person with any preemptive rightof Sellers, right the Companies or their respective Subsidiaries in excess of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities$10,000,000; (iv) any Contract requiring that CPI give Contract, other than a Real Property Lease, in respect of Indebtedness of the Business or Indebtedness of the Companies or their Subsidiaries for which the Companies or their Subsidiaries would be liable immediately after the Closing in an amount in excess of $10,000,000, other than any notice, obtain any consent Indebtedness owed by a Transferred Subsidiary or provide any information the Companies to any Person prior to accepting any Acquisition Proposalother Transferred Subsidiary or the Companies; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days with respect to any future disposition or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery granting of a termination notice by CPI and right of first refusal, first negotiation or similar right or restriction with respect to the sale of any of the Company Units, the Transferred Subsidiary Equity or any material portion of the Business Assets (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractrights thereto); (vi) any Contract for the sale of any of the Business Assets (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 of the Business Assets (whether by merger, sale of stock, sale of assets or otherwise), in each case, for consideration in excess of $50,000,000; (vii) any Contract containing a provision that materially restricts the Business from engaging or competing in any line of business with any Person or in any geographical area or offering or selling any product or service of the Business to any Person or class of Persons that would apply immediately after the Closing to the Company Group; (viii) any Contract with a Material Customer granting such Material Customer exclusive rights or “most favored nation” or similar rights; (ix) any Contract granting any of Sellers, the Companies, or their respective Subsidiaries any licenses to, rights in, or covenant not to xxx any Intellectual Property of any other Person (A) material to which any Governmental Body is a party or and exclusively relating to the operation of the Business (other than non-exclusive licenses to commercially available off-the-shelf Software granted under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract “shrink-wrap,” “click-wrap,” or other Contract between CPI and any contractor standard internal use license agreements) or subcontractor to any Governmental Body) and that (B) contemplates where the loss of which such licenses, rights or involves covenants not to xxx under such Contract would reasonably be expected to cause a Material Adverse Effect; (Ix) any Contract granting any Person any licenses to, rights in, or covenant not to xxx any Transferred IP, other than non-exclusive licenses granted in the payment ordinary course of business; (xi) any Contract solely related to the Business entered into since September 28, 2020 for the settlement of any Action that has not been satisfied or delivery discharged in full; (xii) any Contract involving any resolution or settlement of cash any actual or other consideration on or after the date hereof in an amount or having threatened Action with a value in excess of $300,000 1,000,000; (xiii) any material Contract with any Governmental Authority, other than Contracts entered in aggregate payments under such Contractthe ordinary course of business and any Government Contract with, or pertaining to work for, a foreign Governmental Authority; (IIxiv) any Contract relating to the performance acquisition by the Business of services on or after assets outside the date hereof having a value ordinary course of business for an amount in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,00050,000,000; and (viiixv) leases of any Contract (not otherwise identified personal property constituting Business Assets under which any of Sellers, the Companies or the Transferred Subsidiaries are obligated to make payments of more than $2,000,000 in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933any calendar year. (b) True, correct and complete copies of each Material Contract (including any material amendment, supplement, and modification) in effect as of the date hereof other than Classified Contracts have been made available by or on behalf of the Companies to the Purchaser. Each CPI Material Contract is valid and in full force and effect, and is enforceable (except for those that terminate in accordance with its their terms) a legal, subject to (i) laws valid and binding obligation of general application relating to bankruptcySellers, insolvency and the relief of debtorsCompanies or their respective Subsidiaries, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contractapplicable, and, to the best Knowledge of Sellers, of each counterparty thereto, and is in full force and effect except for such failures to be valid, binding or in full force and effect as has not had a Material Adverse Effect. None of Sellers, the knowledge Companies or their respective Subsidiaries, as applicable, on the one hand nor, to the Knowledge of CPI, no other Person has materially violated or breached, or committed any material default underSellers, any CPI other party to a Material Contract; , on the other hand, is in default under any Material Contract (ii) to the best of the knowledge of CPIin each case, 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 time or both), except for such breaches and defaults as have not had a material violation Material Adverse Effect. None of the Sellers, the Companies, or breach the Companies’ Subsidiaries have received written notice of any termination, default or event that with notice or lapse of the provisions of time, or both, would constitute a default by a Seller or its Affiliates under any CPI such Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI has except as would 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best Effect. The terms and conditions of the knowledge of CPIClassified Contracts would not have a Material Adverse Effect, no Person and each Classified Contract is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI in full force and effect except as would not have a Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsAdverse Effect. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Schedule 2.12(a)(i) – (xi) of the Company Disclosure Schedule identifies each CPI Contract sets forth all Contracts (except for purchase or service orders executed in the Ordinary Course of Business) to which the Company and its Subsidiaries is a party or the Company, or its Subsidiaries or any of their respective assets or properties are otherwise bound or that constitutes otherwise relate to the business of the Company or its Subsidiaries, of the type described below (each, a "CPI “Material Contract." For purposes of this Agreement, each of the following shall be deemed to constitute a CPI Material Contract:”): (i) any Contract relating to Any contract, agreement or purchase order providing for the employment ofsale of products, or the performance provision of services byor warranty liability in excess of $150,000, in any officersuch case, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment by the Company or any of its Subsidiaries to any other payment (other than payments in respect of salary and the grant of standard benefits)Person; (ii) Any single contract or purchase order providing for an expenditure by the Company or any Contract that provides of its Subsidiaries in excess of $150,000 or any contracts or purchase orders with the same or affiliated vendor(s) providing for indemnification an expenditure by the Company or any of any officer, director, employee or agentits Subsidiaries in excess of $150,000; (iii) Any contract pursuant to which the Company or any of its Subsidiaries is the lessee or sublessee of, or holds or operates, any personal property owned or leased by any other Person or entity (other than leases of personal property leased in the Ordinary Course of Business with annual lease payments no greater than $50,000); (iv) Any loan agreement, factoring agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, assumption, surety, support, endorsement, foreign exchange contract, commodity contract, interest rate or other derivative contract, accommodation or other similar type of Contract; in each case, in an amount in excess of $25,000. (v) Any Contract containing outstanding obligations relating to the settlement of any Action; (vi) All partnership, limited liability company, joint venture or similar Contracts relating to the Company and or its Subsidiaries; (vii) Any sales agency, sales representation, consulting, distributorship or franchise agreement that is (i) projected to provide for the Company and/ or its Subsidiaries to make or receive payments in excess of $150,000 in a calendar year or (ii) are not terminable on ninety (90) days or less without penalty; (viii) Any Contract (A) relating to prohibiting competition by the acquisition, issuance, voting, registration, sale Company or transfer any of any securitiesthe Company’s Subsidiaries, (B) providing binding any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect party to any securitiesexclusive business arrangement, or (C) providing CPI prohibiting the Company or any of its Subsidiaries or their employees from freely engaging in any business anywhere in the world, in each case, excluding Contracts governing exclusive license and distribution relationships which are set forth in Schedule 2.12(a)(ix) of the Company Disclosure Schedule entered into in the Ordinary of Business which generally contain standard exclusivity provisions along with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesother restrictive covenants; (ivix) Any license, consent, permission, covenant not to sxx or other agreement by which the Company or any Contract requiring Subsidiary licenses from a third party Intellectual Property that CPI give is material to the conduct of the business of the Company or Subsidiary (and, for the avoidance of doubt, expressly excluding any noticelicense of commercial Software licensed on non-discriminatory terms), obtain or by which the Company or any consent or provide Subsidiary permits a third party to use any information to any Person prior to accepting any Acquisition ProposalCompany Intellectual Property; (vx) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) Any contract pursuant to which the Company or any Governmental Body is a party of its Subsidiaries has entered into or under which has agreed to enter into any Governmental Body has any rights hedging or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000similar transactions; and (viiixi) Any commitment to do any Contract of the foregoing described in clauses (not otherwise identified in this Sectioni) that would be required as an exhibit in a registration statement under the Securities Act of 1933through (x). (b) Each CPI Material Contract is valid For the purpose of this Agreement, a “Contract” and in full force and effectcollectively, and is enforceable in accordance with its termsthe “Contracts” shall mean, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to a Person, each written or oral contract, agreement, commitment, license, lease, indenture, or evidence of indebtedness to which such party's complaint for a period of more than six months following receipt of the communication; and (iv) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, a party or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsis otherwise obligated. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Except for this Agreement, Section 3.21 of the Gatos Disclosure Schedule identifies each CPI Contract that constitutes Letter contains a "CPI Material Contract." For purposes complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 3.21(a) to which Gatos or a Gatos Subsidiary is a party or by which their respective properties or assets are bound (all Contracts of the following shall be deemed type described in this Section 3.21(a) being referred to constitute a CPI herein as the “Gatos Material Contract:Contracts”): (i) (A) any material joint venture, partnership or other similar Contract relating to the employment offormation, creation, operation, management or the performance control of services byany joint venture, any officer, director partnership or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment limited liability company or any other payment research and development project Contract, and (other than payments in respect of salary and the grant of standard benefits)B) any stockholders, investors rights, registration rights or similar agreement; (ii) any Contract that provides for indemnification expressly limiting or restricting the ability of Gatos or any officer, director, employee of the Gatos Subsidiaries to make distributions or agentdeclare or pay dividends to its stockholders; (iii) any Contract that (A) relating to provides for the acquisition, issuance, voting, registrationacquisition or divestiture of any material asset (other than Contracts covered by clause (x) below and other than acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or transfer otherwise), in each case, in excess of any securities, $500,000 and (B) providing any Person with any preemptive rightcontains outstanding obligations that are material to Gatos and the Gatos Subsidiaries, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiestaken as a whole; (iv) any Contract requiring that CPI give (excluding non-exclusive licenses for uncustomized, commercially available “off the shelf” Software or IT Systems licensed pursuant to standard terms and conditions) under which Gatos or any notice, obtain Gatos Subsidiary is granted any consent license or provide any information other rights with respect to any Person prior Intellectual Property or IT Systems of a third party (including by means of covenants not to accepting any Acquisition Proposalsue or software-as-a-service agreements), which Contract or Intellectual Property is material to the business of Gatos or the Gatos Subsidiaries, taken as a whole; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value with any Governmental Entity involving annual aggregate payments in excess of $300,000 500,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractfiscal year 2023; (vi) each Contract that limits in any Contract (A) material respect the freedom of Gatos to which compete in any Governmental Body is a party line of business or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractgeographic region; (vii) any open purchase order placed Contract with (A) any Person that, by CPI requiring future aggregate payments itself or together with its affiliates or those acting in excess concert with it, beneficially owns, or has the right to acquire beneficial ownership of, at least five percent (5%) of $300,000; andthe shares of Gatos Common Stock or (B) any affiliates of Gatos (other than Gatos Subsidiaries); (viii) any Contract entered into since December 31, 2022, involving the settlement of any Action or threatened Action (or series of related Actions) (A) which (1) will involve payments after the Effective Time in excess of $500,000 or (2) will impose monitoring or reporting obligations after the Effective Time to any other Person outside the ordinary course of business or material restrictions after the Effective Time on Gatos or any Gatos Subsidiary or (B) with respect to which material conditions precedent to the settlement have not otherwise identified been satisfied; (ix) (A) any loan Contracts, notes, letters of credit and other evidences of Indebtedness in this Sectionexcess of $2,000,000, (B) any mortgages, pledges and other evidences of liens securing such obligations or any material real or other property and (C) any guarantees supporting such obligations and financing Contracts including change of control provisions, in each case, other than (1) Contracts solely among Gatos and any wholly owned Gatos Subsidiary, and (2) any Contracts relating to Indebtedness explicitly included in the consolidated financial statements in the Gatos SEC Documents and which are publicly available prior to the date hereof in unredacted form; (x) any Contract that would is a contractual royalty, production payment, net profits, earn-out, streaming agreement, metal prepayment or similar Contract that has a value or potential value in excess of $5,000,000; (xi) any Contract that is a collective bargaining or union agreement or any other material Contract with any labor union; and (xii) any Contract pursuant to which Gatos or any Gatos Subsidiary spent or received, in the aggregate, more than $5,000,000 during the twelve (12) months prior to the date hereof or could reasonably be required as an exhibit expected to spend or receive, in a registration statement under the Securities Act aggregate, more than $5,000,000 during the twelve (12) months immediately after the date hereof (including any Contract relating to any future capital expenditures by Gatos or any of 1933the Gatos Subsidiaries). (b) Each CPI Gatos has provided to First Majestic prior to the date of this Agreement a true, correct and complete copy of each written Gatos Material Contract as in effect on the date of this Agreement. Neither Gatos nor any Gatos Subsidiary is in breach of or default under the terms of any Gatos Material Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Gatos Material Adverse Effect. To the knowledge of Gatos no other party to any Gatos Material Contract is valid and in, or is alleged to be in, breach of or default under the terms of any Gatos Material Contract where such breach or default has had or would reasonably be expected to have, individually or in full force and effectthe aggregate, and is enforceable a Gatos Material Adverse Effect. Except (i) to the extent that any Gatos Material Contract expires in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, terms or (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI such expiration or termination has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurredbeen, and no circumstance or condition exists, that (with or without notice or lapse of time) could would not reasonably be expected to (A) result be, individually or in the aggregate, material to Gatos and the Gatos Subsidiaries, taken as a material violation or breach of any of the provisions of any CPI whole, each Gatos Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI Contract has not received any written notice been terminated and is a valid and binding obligation of Gatos or other written communication regarding any actual or possible violation or breach of, default under, or intention to terminate, any CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining the Gatos Subsidiary which is party that has not contacted CPI or otherwisethereto and, to the knowledge of CPIGatos, taken any action with respect of each other party thereto, subject to such party's complaint for a period of more than six months following receipt of the communication; and (iv) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIEnforceability Exceptions. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Except as set forth in Schedule 5.18(a) of the Acquiror Disclosure Schedule identifies each CPI Schedules, Acquiror is not a party to or is bound by any Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each of the following shall nature (such Contracts as are required to be deemed to constitute a CPI set forth in Schedule 5.18(a) of the Acquiror Disclosure Schedules being “Acquiror Material Contract:Contracts”): (i) any Contract relating to the employment ofbroker, distributor, dealer, agency, continuing sales or the performance of services bypurchase, any officersales promotion, director market research, marketing, consulting or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)advertising Contract; (ii) any Contract that provides for indemnification relating to the design, development or testing of Acquiror’s products, other than any officerContract pursuant to which Acquiror licenses off-the-shelf, director, employee or agentcommercially available software; (iii) any Contract relating to or evidencing Indebtedness or pursuant to which an Encumbrance has been imposed on any assets of Acquiror (other than a Permitted Encumbrance); (iv) any Contract pursuant to which Acquiror has provided funds to or made any loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person; (v) any Contract with any Governmental Authority (each, an “Acquiror Government Contract” ); (vi) any Contract with any Related Party of any stockholder of Acquiror; (vii) any Contract with any Acquiror Major Customer or Acquiror Major Supplier; (viii) any Contract relating to the settlement of any Action; (ix) any employment or consulting Contract, other than Contracts for employment covered in clause (vi), that involves an aggregate future or potential liability in excess of $10,000; (x) any Contract that (A) limits, or purports to limit, the ability of Acquiror to compete in any line of business or with any Person or in any geographic area or during any period of time, (B) restricts the right of Acquiror to sell to or purchase from any Person or to hire any Person, (C) grants the other party or any third person “most favored nation” status or any type of special discount rights, (D) requires Acquiror to market or co-market any products or services of a third party, (E) requires Acquiror to make a minimum payment for goods or services from third-party suppliers irrespective of usage, including any “take-or-pay” Contract or keepwell arrangement, or (F) provides for fixed pricing for Acquiror’s products or 41 services for a period of longer than one year from the Closing Date; (xi) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” or that could prohibit or delay the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements; (xii) any Contract pursuant to which Acquiror is the lessee or lessor of, or holds, uses, or makes available for use to any Person, (A) any real property or (B) any tangible personal property and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $10,000; (xiii) any Contract for the sale or purchase of any real property, or for the sale or purchase of any tangible personal property in an amount in excess of $10,000; (xiv) any Contract providing for indemnification to or from any Person with respect to liabilities relating to any current or former business of Acquiror or any predecessor Person, other than any Contract pursuant to which Acquiror licenses off-the-shelf, commercially available software; (xv) any Contract relating in whole or in part to any Intellectual Property, other than any Contract pursuant to which Acquiror licenses off-the-shelf, commercially available software; (xvi) any joint venture or partnership, merger, asset or stock purchase or divestiture Contract relating to Acquiror; (xvii) any Contract with any labor union or providing for benefits under any Acquiror Benefit Plan; (xviii) any Contract for the purchase of any debt security or Equity Participation or other ownership interest of any Person, or for the issuance of any debt security or Equity Participation or other ownership interest, or the conversion of any obligation, instrument or security into debt securities or Equity Participations or other ownership interests of, Acquiror; (xix) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securitiesEquity Participations of Acquiror, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securitiesEquity Participations of Acquiror, or (C) providing CPI Acquiror with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesEquity Participations; (ivxx) any Contract requiring that CPI give containing any noticecapital expenditure obligations after the date of this Agreement in excess of $10,000, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposalindividually; (vxxi) any Contract (other Contract, whether or not otherwise identified made in this Section) the ordinary course of business that (A) has involves a term of more than sixty (60) days future or that potential liability or receivable, as the case may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value be, in excess of $300,000 in aggregate payments under such Contract, 10,000 on an annual basis or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any 25,000 over the current Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligationsterm, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates has a term greater than one year and cannot be cancelled by Acquiror without penalty or involves (I) the further payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, and without more than 30 days’ notice or (IIC) is material to the performance business, 42 operations, assets, financial condition, results of services on operations or after the date hereof having prospects of Acquiror, taken as a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933whole. (b) Each CPI Acquiror Material Contract is valid valid, binding and in full force and effectenforceable against Acquiror and, and is enforceable to the knowledge of Acquiror, the other parties thereto, in accordance with its terms, subject to (i) laws of general application relating to except as enforcement may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and the relief by general principles of debtors, equity (ii) rules regardless of law governing specific performance, injunctive relief and other equitable remedies and (iii) whether considered in the case of any Contract with a Governmental Body, laws applicable theretoproceeding in equity or at law). (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI Acquiror has not materially violated or breached, or committed any material default under, any CPI Acquiror Material Contract, and, to the best of the knowledge of CPIAcquiror, no other Person party to a Acquiror Material Contract has materially violated or breached, or committed any material default under, any CPI Acquiror Material Contract; . (iid) No event has occurred and, to the best of the knowledge of CPIAcquiror, no event has occurred, and no circumstance or condition exists, exists that (with or without notice or lapse of time) could will, or would reasonably be expected to do any of the following: (Ai) result in a material violation or breach of any of the provisions of any CPI Acquiror Material Contract, ; (Bii) give any Person the right party to declare a default or exercise any remedy under any CPI Acquiror Material Contract, (C) give any Person Contract the right to accelerate the maturity or performance of any CPI Acquiror Material Contract, ; or (Diii) give any Person party to a Acquiror Material Contract the right to cancel, terminate or materially modify any CPI Acquiror Material Contract; (iii) since December 31, 1997, CPI 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 CPI . Each Acquiror Material Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to such party's complaint for a period of more than six months following receipt will continue in full force and effect on identical terms upon consummation of the communication; and transactions contemplated hereby. (ive) CPI Acquiror has not waived any of its material rights under any CPI Acquiror Material Contract, in each case where such breach, default, violation or waiver would have a . Acquiror has made available to Acquiror true and complete copies of all Acquiror Material Adverse Effect on CPIContracts. (df) To the best of Acquiror is not, nor has it previously been, suspended or debarred from bidding on Acquiror Government Contracts nor, to the knowledge of CPIAcquiror, has such a suspension or debarment been threatened or action for suspension or debarment been commenced. To the knowledge of Acquiror, there is no Person is renegotiating, valid basis for Acquiror’s suspension or debarment from bidding on Acquiror Government Contracts. Acquiror has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsnot had an Acquiror Government Contract terminated for default by Acquiror. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.16(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes sets forth a "CPI Material Contract." For purposes complete and accurate list of this Agreement, each of the following shall be deemed Contracts to constitute which the Company or any of its Subsidiaries is a CPI party or otherwise bound (any Contract of a nature described below (whether or not set forth on the Company Disclosure Schedule) to which the Company or any of its Subsidiaries is a party or otherwise bound, being referred to herein as a “Material Contract:” and, collectively, as the “Material Contracts”): (i) (A) any Contract relating to the employment ofEmployee Agreement granting any change of control, severance, or termination pay (in cash or equity or otherwise) to any Employee, or (B) any contractor, consulting or sales Contract, or commitment with a vendor, firm or other organization involving, in the performance case of services bysubclause (B), any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than future payments in respect excess of salary and $50,000 in the grant of standard benefits)aggregate; (ii) any Contract that provides or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, or any plan providing similar equity awards, for indemnification which any benefits will be increased, or for which the vesting of benefits will be accelerated, by the occurrence of any officerof the transactions contemplated by this Agreement (or any events following the Merger, directorcontingent or otherwise), employee or agentfor which the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (other than using the estimated per-share consideration amount to be paid in connection with the Merger for purposes of effecting net or “cashless” exercises of the Company Options and Company Warrants); (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale fidelity or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance surety bond or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiescompletion bond; (iv) any Contract requiring that CPI give any notice, obtain any consent Lease Agreements or provide any information to any Person prior to accepting any Acquisition Proposallease of personal property having a value in excess of $25,000 individually; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days indemnification or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract;guaranty. (vi) any Contract (A) or commitment relating to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or capital expenditures involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value future payments in excess of $300,000 50,000 individually or $100,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractaggregate; (vii) any open purchase order placed by CPI requiring future aggregate payments Contract or commitment relating to the disposition or acquisition of material assets or any interest in excess any business enterprise outside the ordinary course of $300,000; andthe Company’s or its Subsidiaries’ businesses; (viii) any mortgages, bonds, notes, indentures, guarantees, loans or credit agreements, security agreements or other Contracts or instruments relating to the borrowing of money or extension of credit or other material Company Debt, other than (A) accounts receivables and payables and (B) advances to employees for travel and business expenses, in each case in the ordinary course of business; (ix) any purchase order or Contract for the purchase of materials involving in excess of $25,000 individually; (x) any Contracts that contain “most favored nation” or similar pricing provisions pursuant to which a party thereto has the right to reduce pricing terms due to pricing terms offered to other customers; (xi) any distributor, dealer, sales representative, original equipment manufacturer, value added, remarketer, reseller, independent software vendor, joint marketing, strategic alliance, affiliate or other Contract for distribution of the Company Products or Services; (xii) any Contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiii) any other Contract or commitment that provides for the payment by or to the Company in an amount in excess of $50,000 in the aggregate or more and is not otherwise identified cancelable without penalty within 30 days; (xiv) any Contract materially limiting the freedom of the Company or any of its Subsidiaries to engage in this Sectionany line of business or to compete or to develop or to distribute or to sell; (xv) that would be required as an exhibit in any Company Intellectual Property Contract; or (xvi) any Contract granting a registration statement under the Securities Act of 1933Lien. (b) Each CPI Material Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) (i) is subject is valid and in full force and effectbinding on the Company or such Subsidiary, and is (ii) is, to the Knowledge of the Company, enforceable against each of the parties thereto in accordance with its terms, subject to (i) laws bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application applicability relating to bankruptcyor affecting creditors’ rights and to general equity principles, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) is in full force and effect (other than those Contracts that by their terms have expired or been terminated since the case date hereof) with respect to the Company or such Subsidiary and, to the Knowledge of the Company, any Contract with a Governmental Bodyother party thereto. Neither the Company nor any of its Subsidiaries party to any such Material Contract, laws applicable nor, to the Knowledge of the Company, any other party thereto. (c) Except as set forth , is in the CPI Disclosure Schedule: (i) CPI has not materially violated or breachedbreach of, or committed any material default under, any CPI such Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, and no event has occurred, and no circumstance or condition exists, occurred that (with or without notice or lapse of time) could reasonably be expected to (A) result in time or both would constitute such a material violation breach or breach of default thereunder by the Company or any of the provisions of any CPI Material Contractits Subsidiaries, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwiseor, to the knowledge of CPIthe Company, any other party thereto, except in each of the foregoing cases for any such breach or default that has not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken any action with respect to such party's complaint for as a period whole. True and complete copies of more than six months following receipt of the communication; and (iv) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsall amendments, supplements and other modifications thereto (whether or not disclosed in the Company Disclosure Schedule), have been delivered to Parent. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each Schedules 2.17(a)(i) through (xxiv) of the following shall be deemed Company Disclosure Letter identifies, in each subpart that corresponds to constitute the subsection listed below, any Contract in effect as of the Agreement Date pursuant to which the Company or any of its Subsidiaries is a CPI party, has ongoing obligations or is otherwise bound or under which the Company or any of its Subsidiaries has any right or interest (collectively, the “Material Contract:Contracts”): (i) any Contract relating to the employment ofwith a Significant Payor, a Significant Supplier or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)a Significant Originator; (ii) any Contract that provides for indemnification under which the Company or any of any officerits Subsidiaries has received, directoror is expected to receive, employee or agentpayments in excess of $[***] over the life of such Contract; (iii) any Contract (A) relating to under which the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance Company or any similar right with respect of its Subsidiaries has paid, or is expected to pay, amounts in excess of $[***] to any securitiesother Person over the life of such Contract, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesother than the Company Employee Plans; (iv) any Contract requiring that CPI give any noticewith an OEM, obtain any consent distributor, reseller or provide any information to any Person prior to accepting any Acquisition Proposalsimilar counterparty; (v) any Contract (not otherwise identified in this Section) that (A) has a term pursuant to which the Company or any of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash its Subsidiaries is obligated to pay any royalties, fees or other consideration on payments to any Person with respect to the marketing, sale, distribution, manufacture, license or after use of any Company Products or Company Intellectual Property (other than Contracts relating to the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractOff-the-Shelf Software); (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such joint venture Contract, or (IIB) the performance any Contract that involves a sharing of services on revenues, profits, cash flows, expenses or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractlosses with other Persons; (vii) any open purchase order placed by CPI requiring future aggregate payments separation agreement, severance agreement, change in excess control agreement, retention agreement, transaction bonus agreement or Contract, in each case, providing for the payment of $300,000compensation or benefits upon, or in connection with, the Transactions to any current or former Employees under which the Company or any of its Subsidiaries has any actual or potential Liability in connection with the Transactions; and40 (viii) any Contract (not otherwise identified in this SectionA) 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 or Company Intellectual Property, (B) containing any non-competition covenants relating to the Company Products or Company Intellectual Property, (C) that materially limits or would limit the freedom of the Company or any of its Subsidiaries, or any of their respective successors or assigns or Affiliates to (1) 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 or any of its Subsidiaries of exclusive rights or licenses or (2) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any components, supplies, parts or services; or (D) containing any “take or pay,” minimum commitments or similar provisions; (ix) any Contracts to which the Company is a party or otherwise bound pursuant to which the Company or any of its Subsidiaries has granted rights with respect to any Company Intellectual Property or in-licensed any Third-Party Intellectual Property other than those non-exclusive Contracts entered with end customers in the ordinary course of business on the Company’s unmodified (in pertinent part) standard form of customer agreement or end user terms of service, copies of which have been made available to Acquirer (“Form Contracts”); provided that for purposes of disclosure as required under this Section 2.17(a)(ix), the Company shall not be required to list “shrink wrap,” “click wrap,” software as an exhibit a service, subscription, and similar end user Contracts for Third-Party Intellectual Property that is generally, commercially available software and that (A) is not material to the Company and its Subsidiaries, (B) is not incorporated in or embodied in a registration statement Company Product, (C) has not been modified or customized for the Company or any of its Subsidiaries, and (D) is licensed for an annual fee under $[***] (“Off-the-Shelf Software”); (x) any Contracts relating to the Securities Act membership of, or participation by, the Company or any of 1933its Subsidiaries in, or the affiliation of the Company or any of its Subsidiaries with, any industry standards organization, body, working group or any similar organization; (xi) any Contract primarily directed to the development of any technology or Intellectual Property Rights, independently or jointly, either by or for the Company or any of its Subsidiaries (other than employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form of agreement, copies of which have been made available to Acquirer); (xii) any Contract with any other laboratory or diagnostics company; (xiii) any Contract containing any indemnification, warranty, support, maintenance or service obligation or cost on the part of the Company or any of its Subsidiaries other than those entered into in the ordinary course of business; (xiv) any Contract involving (A) the provision of material services or products with respect to any pre-clinical or clinical development activities of the Company or any of its Subsidiaries; or (B) involving any collaboration, co-development or other similar arrangement under which the Company or any of its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company or any of its Subsidiaries has continuing obligations to develop any Intellectual Property Rights that will not be owned, in whole or in part, by the Company or any of its Subsidiaries; (xv) any material settlement agreement, or any litigation standstill or tolling agreement, with respect to any Legal Proceeding; (xvi) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (xvii) any trust indenture, mortgage, promissory note, loan agreement or other Contract 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; (xviii) any Contract of guarantee, surety, support, indemnification (other than pursuant to its standard customer or end user agreements), assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other Person; (xix) any Contract providing for capital expenditures after the Agreement Date in excess of $[***] in the aggregate; (xx) any Contract pursuant to which the Company or any of its Subsidiaries is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of $10,000 per annum; (xxi) any Contract with any investment banker, broker, advisor or similar party retained by the Company or any of its Subsidiaries in connection with this Agreement and the Transactions; (xxii) any Contract pursuant to which the Company or any of its Subsidiaries 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 the Company or any of its Subsidiaries has any Equity Interest or other material ownership interest in any other Person (other than the Subsidiaries of the Company); (xxiii) any Government Contract or Government Contract Bid; and (xxiv) any Contract relating to any Payment Programs. (b) Each CPI The Company and its Subsidiaries have performed in all material respects all of the obligations required to be performed by them on or prior to the date hereof and as of the Closing Date will have performed in all material respects all of the obligations required to be performed by them on or prior to the Closing Date, and are entitled to all material benefits, under, and are not alleged to be in default in respect of, any Material Contract Contract. Assuming the due execution by the counterparties thereto, each of the Material Contracts is valid and in full force and effect, and is enforceable in accordance with its terms, subject only to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any Enforceability Exceptions. There exists no material default underor event of default or event, occurrence, condition or act, with respect to the Company or any CPI Material Contract, andof its Subsidiaries or, to the best knowledge of the knowledge Company, with respect to any other contracting party, that, with the giving of CPInotice, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could time or the happening of any other event or condition, would reasonably be expected to (Ai) result in become a material violation default or breach event of default under any of the provisions of any CPI Material Contract, Contract or (Bii) give any Person third party (A) the right to declare a default or exercise any material remedy under any CPI Material Contract, (CB) give any Person the right to accelerate the maturity or performance of any CPI obligation of the Company or any of its Subsidiaries under any Material Contract, or (DC) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31. None of the Company or its Subsidiaries has, 1997in the past three years, CPI has not received any written notice or other written formal communication or, to the knowledge of the Company, oral communications, regarding any actual or possible alleged violation or breach of, default under, or intention to terminate, cancel or modify any CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no . No Person is renegotiating, or has a right pursuant to the right terms of any Material Contract to renegotiate, any material amount paid or payable by or to CPI the Company or any of its Subsidiaries under any CPI Material Contract, Contract or any other material term or provision of any CPI Material Contract. No Person has, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect the past three years, threatened in writing or, to CPI's knowledgethe knowledge of the Company, where a dispute as orally, to terminate or refuse to perform its obligations under any material matter Material Contract (regardless of whether such Person has the right to do so under such Contract). True, correct and complete copies of all Material Contracts in written form have been threatenedmade available to Acquirer. There are no oral Material Contracts.

Material Contracts. (a) The CPI Set forth on Section 3.17(a) of the Disclosure Schedule identifies (which lists Contracts by each CPI Contract that constitutes applicable subsection referenced below in this Section3.17) is a "CPI list of all Contracts, whether written or oral, to which the Company is a party or (other than Government Contracts, including the agreements or arrangements covered by Sections 3.18(a)(i) or 3.18(a)(ii)) by which the Company or any of its properties or assets is bound as of the date hereof (each of such Contracts and agreements set forth on Section 3.17(a) of the Disclosure Schedule, a “Material Contract." For purposes of this Agreement” and collectively, each the “Material Contracts”), of the following shall be deemed to constitute a CPI Material Contractcategories: (i) any Contract relating (or group of related Contracts) that required payments in calendar year 2022 or required or will require payments in calendar year 2023 by or to the employment ofCompany in excess of $75,000, including any Contract (or group of related Contracts) for the purchase or sale of raw materials, goods, commodities, utilities, equipment, supplies, products or other personal property, or for the performance furnishing or receipt of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)services; (ii) any partnership agreement, joint venture agreement or stockholders’ agreement; any Contract that provides for indemnification “earn-outs” or other contingent payments; and any Contract entered into since December 1, 2020 relating to the acquisition or disposition by the Company of any officer, director, employee or agentoperating business; (iii) any Contract (A) relating to with Seller or any Affiliate of the acquisition, issuance, voting, registration, sale Company or transfer of any securities, (B) providing any Person Seller or with any preemptive rightconsultant, right of participationemployee, right of maintenance officer or any similar right with respect to any securities, or director (Cother than as set forth in clause (iv) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesbelow); (iv) any employment, retention, personal services, consulting, severance, golden parachute or similar Contract requiring that CPI give any noticewith or for the benefit of officers, obtain any consent directors, employees, consultants or provide any information to any Person prior to accepting any Acquisition Proposalagents; (v) any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company; any Contract (not otherwise identified in this Section) that evidencing or governing Indebtedness of the Company or providing for the creation of any Lien upon any of the property or assets of the Company; any Contract (A) has a term relating to any loan or advance to any Person which is outstanding as of more than sixty (60) days the date of the Agreement or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates obligating or involves (I) committing the payment Company to make any such loans or delivery of cash advances; and any currency, commodity or other consideration on hedging or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such swap Contract; (vi) any Contract (A) to containing covenants restricting competition which have the effect of prohibiting the Company from freely engaging in any Governmental Body is a party business or under which in any Governmental Body has geographic area; any rights or obligationsContract that contains “most favored nations” pricing terms, or involving requires the Company to deal exclusively with, or directly grants exclusive rights, rights of first offer, rights of first refusal or indirectly benefiting similar rights to, any Governmental Body (including any subcontract customer, vendor, supplier, distributor, contractor or other party; any Contract between CPI and that includes minimum purchase conditions or requirements, in either case that exceed $75,000 in any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractcalendar year; (vii) any open purchase order placed by CPI requiring future aggregate payments Contract that involves non-cancelable commitments to make capital expenditures in excess of $300,000; and75,000 annually; (viii) any Contract under which the Company is a (A) lessee of or holds or operates any personal property, owned by any other Person, except for any lease of personal property under which the aggregate annual rental payments do not exceed $75,000 or (B) lessor of or permits any other Person (other than the Company) to hold or operate any personal property owned or controlled by it; (ix) any collective bargaining agreement or any other Contract with any labor union, works council, trade association or other agreement or Contract with any employee organization; (x) any agent, sales representative, referral, marketing or distribution agreement or any other agreement that requires payment by or to Company of referral fees, commissions or other monetary or non-monetary compensation in respect of a referral; (xi) any Contract that contains any “non-solicitation”, “no hire” or similar provisions which restrict the Company from soliciting, hiring, engaging, retaining or employing any other Person’s current or former employees; (xii) any settlement, conciliation or similar agreement under which there are continuing obligations or Liabilities on the part of the Company; (xiii) any Contract for the disposition of any portion of the assets or business of the Company (other than sales of products in the Ordinary Course) or for the acquisition by the Company of the assets or business of any other Person (other than purchases of inventory, supplies or components in the Ordinary Course); (xiv) any Contract wherein or whereby the Company has agreed to, or assumed, any obligation or duty to indemnify, reimburse, hold harmless, guarantee, or otherwise identified in this Sectionassume or incur any obligation or Liability and such obligation or duty is uncapped or otherwise not limited (including by reference to standard of conduct) or provides a right of rescission; (xv) any Contract containing any provision or covenant that binds or purports to bind Affiliates of the Company or that would be required as an exhibit otherwise bind or purport to bind Buyer or any of its Affiliates after the Closing; (xvi) any Contract between or among the Company, on the one hand, and any of Seller or their respective Affiliates (other than the Company), on the other hand, or any Contract between the Company, on the one hand, and any current officer, director, manager or employee of the Company (other than employment and employment-related Contracts made in a registration statement the Ordinary Course), on the other hand; (xvii) any Contract pursuant to which any Person (other than employees of the Company) has authored, created, conceived, developed or reduced to practice any material Owned Intellectual Property for, on behalf of or under the Securities Act direction or supervision of, the Company; and (xviii) any binding commitment or arrangement to enter into any of 1933the foregoing. (b) Each CPI The Company has made available to Buyer a correct and complete copy of each Material Contract (or a description if unwritten) (as amended to date and including any purchase orders, statements of work, task orders and other similar agreements relating to such Material Contract). Each Material Contract was duly authorized, executed and delivered by or on behalf of the Company and, to the Knowledge of the Company, each other party thereto. Each of the Material Contracts is valid and in full force and effect, and is enforceable in accordance with its terms, subject to effect and: (i) laws constitutes a valid, binding and enforceable obligation of general application relating the Company and, to bankruptcythe Knowledge of the Company, insolvency and the relief of debtors, other parties thereto subject to the Enforceability Exceptions; (ii) rules the Company is not and, to the Knowledge of law governing specific performancethe Company, injunctive relief and other equitable remedies is not alleged to be, in material breach of or default in any material respect under any Material Contract; and (iii) to the Knowledge of the Company, no counterparty is in breach of or default in any material respect under any Material Contract. The Company has not received written notice of an intention by a counterparty to a Material Contract of an intention to terminate such Contract or materially amend the terms of such Contract, other than in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI Ordinary Course. The Company has not materially violated or breached, or committed waived any material default under, rights under any CPI Material Contract, and, to . To the best Knowledge of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPICompany, no event has occurredoccurred which either entitles, and no circumstance or condition existswould, that (with or without notice or lapse of time) could reasonably be expected time or both, entitle any counterparty to (A) result in any Contract to which the Company is or was a material violation or breach of any of the provisions of any CPI Material Contract, (B) give any Person the right party to declare a breach, default or exercise violation under, or make an indemnification claim against the Company with respect to, any remedy under such Contract or to terminate, modify or accelerate any CPI Material Contract, terms of any Contract (C) give including any Person the right to accelerate the maturity or performance of any CPI Material Indebtedness of the Company under any such Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI ). The Company has not received any written notice or other written communication regarding of an intention by any actual or possible violation or breach of, default under, or intention party to terminate, any CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed provides for a continuing obligation by any party thereto as of the date hereof to terminate such Contract or materially amend the terms thereof, other than modifications in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedthe Ordinary Course.

Material Contracts. (a) The CPI Except as set forth in Section 4.12(a) of the Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes no Company is party to or bound by, nor or any of this Agreementits assets or properties bound by, each any of the following shall be deemed to constitute a CPI Contracts (the “Material Contract:Contracts”): (i) any Contract relating (other than purchase orders) containing a minimum requirement by any Company to purchase during the employment of12-month period immediately following, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severanceCompany has purchased during the 12-month period immediately preceding, terminationDecember 31, bonus or relocation payment or any other payment (other than payments 2016, in respect the aggregate, a minimum of salary and the grant $50,000 of standard benefits)goods and/or services on an annual basis; (ii) any Contract that provides for indemnification (other than purchase orders) containing a minimum commitment by any Company to sell during the 12-month period immediately following, or pursuant to which any Company has sold during the 12-month period immediately preceding, December 31, 2016, in the aggregate, a minimum of any officer, director, employee or agent$50,000 of goods on an annual basis; (iii) any Contract (A) relating to containing any future capital expenditure obligations of the acquisition, issuance, voting, registration, sale or transfer Companies in excess of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities$50,000; (iv) any Contract requiring containing covenants that CPI give limit the right of any notice, obtain any consent Company to engage in or provide any information to compete with any Person prior to accepting in any Acquisition Proposalbusiness or in any geographical area; (v) any Contract (not otherwise identified in this Section) that (A) has for the employment or retention of any officer, partner, individual employee, consultant, independent contractor or other individual on a term full-time, part-time or consulting basis, including any such agreement or contract providing for severance payments, transaction bonuses, retention payments, change of more than sixty (60) days control payments or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of any cash or other consideration on compensation or after benefits upon the date hereof in an amount sale of any Company or having a value in excess of $300,000 in aggregate payments under such Contractthe Business, or (II) prohibiting competition, solicitation or the performance disclosure of services on trade secrets or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractconfidential information; (vi) any Contract (A) to which guaranty of any Governmental Body is a party obligation for borrowed money or under which any Governmental Body has any rights or obligationsotherwise, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) than endorsements made for collection in the payment or delivery Ordinary Course of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractBusiness; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess Contract with respect to the lending of $300,000; andfunds to other Persons; (viii) any Contract (not otherwise identified relating to the sale or other disposition of any assets of the Company having a fair market value in this Section) that would be required as an exhibit excess of $50,000 individually or $100,000 in a registration statement under the Securities Act aggregate, except for the sale of 1933.Inventory pursuant to purchase orders in the Ordinary Course of Business; (bix) Each CPI Material each Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcythe development, insolvency ownership, use or enforcement of any Intellectual Property that is material to the businesses of the Companies (excluding licenses of commercially available off-the-shelf software having a one-time license fee or ongoing annual fees of less than $25,000); (x) any Contract or group of related Contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services under which the undelivered balance of such products and the relief services has a selling price in excess of debtors, $50,000 (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) than purchase orders in the case Ordinary Course of Business); (xi) any Contract or group of related Contracts with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining same party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to such party's complaint for continuing over a period of more than six months following receipt from the date or dates thereof, not terminable by the Companies upon 30 days’ or less notice without penalty or involving more than $50,000 (other than purchase orders in the Ordinary Course of Business); (xii) any Contract with any Governmental Authority; (xiii) any warranty Contract with respect to products sold or services rendered by the Companies; (xiv) any settlement, conciliation or similar agreement with any Governmental Authority pursuant to which, after the date of this Agreement, any Company or the Business will be required to pay consideration in excess of $10,000 or which restricts the conduct of the communicationBusiness in any manner; (xv) any Contract that includes or constitutes a power of attorney; (xvi) any Contract for transportation or freight services; (xvii) any Contract to provide rebates to any third parties; (xviii) any Contract relating to the purchase or sale of a business within the five (5) years prior to the date of this Agreement, pursuant to which indemnification obligations remain outstanding; (xix) any Contract (A) granting exclusive rights of any kind, (B) granting any “most favored nation,” right of first offer or similar preferential rights to any Person or (C) otherwise contemplating an exclusive or preferred relationship between any Company and any other Person; or (xx) any Contract or arrangement to which any Company is a party with any staffing company, temporary employee agency, professional employer organization or similar company or service provider; (xxi) any commitment to enter into any Contract described in this Section 4.12(a) or any amendment with respect to any such Contract. (b) Each of the Material Contracts is valid, binding and (iv) CPI has not waived in full force and effect and constitutes a legal, valid and binding obligation of any Company that is a party thereto, as applicable and, to the Company’s Knowledge, of its material rights under any CPI Material Contracteach other party thereto, subject, in each case where case, only to the General Enforceability Exceptions. There is no material default or material breach by any Company that is a party thereto or any event which, upon giving of notice or lapse of time or both, would constitute such breach, a material breach or material default, violation or waiver would have a Material Adverse Effect on CPI. (d) To or, to the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiateCompany’s Knowledge, any material amount other party thereto, in the timely performance of any obligation to be performed or paid or payable to CPI under any CPI the Material Contract, Contracts or any other material term or provision of any CPI the Material Contract, including termination provisionsContracts. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (aSection 3.12(a) The CPI of the Disclosure Schedule identifies each CPI Contract that constitutes sets forth a "CPI Material Contract." For purposes true, correct and complete list of this Agreement, each of the following shall be deemed Contracts (other than Company Benefits Plans and Employee Agreements set forth on Section 3.18(a) of the Disclosure Schedule) to constitute which the Company or any of its Subsidiaries is a CPI party or to which the Company, any of its Subsidiaries or any of its or their respective assets are otherwise bound (any Contract of a nature described below (whether or not set forth in the Disclosure Schedule) to which the Company or any of its Subsidiaries is a party or otherwise bound, a “Material Contract:”): (i) any Contract relating (A) Employee Agreement granting any bonus, severance benefits, change of control benefits or termination pay (in cash or equity or otherwise) to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant Employee with respect to which CPI is the Company or any ERISA Affiliate has or may become obligated have any liability or obligation; and (B) contractor, consulting or sales Contract, in each case with a firm or other organization or with an individual if the amount to make any severance, termination, bonus or relocation payment or any other payment (other than payments be paid by the Company thereunder is in respect excess of salary and the grant of standard benefits)$75,000 annually; (ii) any Contract that provides or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, or any plan providing similar equity awards, for indemnification which any benefits will be increased or for which vesting of benefits will be accelerated, by the occurrence of any officer, director, employee of the transactions contemplated by this Agreement (or agentany events related to this Agreement) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale fidelity or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance surety bond or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiescompletion bond; (iv) the Lease Agreements and any Contract requiring that CPI give any notice, obtain any consent lease of personal property involving future annual payments in excess of $75,000 individually or provide any information to any Person prior to accepting any Acquisition Proposal$150,000 in the aggregate; (v) any Contract of indemnification or guaranty with respect to the Liabilities of any other Person (not otherwise identified in this Section) that other than (A) has a term indemnification agreements entered into with directors and officers of more than sixty (60) days the Company or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery any of a termination notice by CPI and its Subsidiaries; (B) that contemplates indemnities granted by the Company or involves any of its Subsidiaries with respect to Intellectual Property matters in the ordinary course of business consistent with past practice; and (IC) indemnities included in the payment or delivery of cash or other consideration on or after Company’s sales, licensing and distribution agreements for the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractCompany Products); (vi) any Contract (A) that restricts or prohibits the Company or any of its Subsidiaries from hiring or soliciting any individual to which perform employment or consulting services for the Company or any Governmental Body is a party of its Subsidiaries; or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates limiting the freedom of the Company or involves (I) the payment any of its Subsidiaries to engage in any line of business or delivery of cash or to compete with any other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such ContractPerson, or to develop, distribute or sell any product, including any Contract containing any exclusivity or non-competition provision or any right of first refusal or negotiation (IIthe Contracts in (A) and (B) together, the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract“Restrictive Contracts”); (vii) any open purchase order placed by CPI requiring Contract relating to capital expenditures and involving future aggregate payments in excess of $300,000; and75,000 individually or $150,000 in the aggregate; (viii) any Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the business of the Company; (ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (x) any purchase order or Contract for the purchase by the Company or any of its Subsidiaries of materials involving future payments in excess of $75,000 individually or $150,000 in the aggregate; (xi) any real estate construction Contracts; (xii) any Contracts that contain “most favored nation” or similar preferred pricing provisions in favor of the other party to such Contract; (xiii) any dealer, distribution, joint marketing, strategic alliance, affiliate or development Contract; (xiv) any Contract to alter the Company’s interest in any Subsidiary or other Person in which the Company directly or indirectly holds any interest; (xv) any sales representative, original equipment manufacturer, manufacturing, remarketer, reseller or other agreement for distribution by another Person of the Company Products; (xvi) any other Contract not otherwise identified disclosed in response to this SectionSection 3.12(a) that would be required involves future payments to or from the Company or any of its Subsidiaries in excess of $75,000 individually or $150,000 in the aggregate that is not cancellable without penalty within 30 days; (xvii) any Contract granting exclusive sales, distribution or marketing rights to any Person other than the Company and its Subsidiaries; (xviii) any Contract that contains warranties and indemnities relating to products or technology sold or services rendered by the Company or any of its Subsidiaries, other than non-exclusive licenses, sales, distribution and related Contracts with respect thereto (including maintenance and support agreements) for the Company Products pursuant to a written Contract that has been entered into in the ordinary course of business that does not materially differ from the Company’s standard forms; (xix) any Contract for the purchase by customers of products or services that involves future revenue in excess of $75,000 individually or $150,000 in the aggregate; (xx) any Contract with any current or former stockholder, employee, officer or director of the Company or any of its Subsidiaries, or any “affiliate” or “associate” of such Persons (as an exhibit such terms are defined in a registration statement the rules and regulations promulgated under the Securities Act Act) (any of 1933. (b) Each CPI Material Contract is valid and in full force and effectthe foregoing, and is enforceable in accordance with its termsa “Related Party”), subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of including any Contract with a Governmental Bodyproviding for the furnishing of services by, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated rental of real or breachedpersonal property from, or committed any material default underotherwise requiring payments to, or from, any CPI Material ContractRelated Party, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to but excluding (A) result in a material violation agreements with respect to the grant of Company Options to, or breach the exercise of Company Options by, any of the provisions of any CPI Material ContractEmployee, officer or director; and (B) give employment agreements entered into with any Person such Persons in the ordinary course of business consistent with past practice; and (xxi) any Contract relating to the acquisition, use, transfer, development, sharing or license of any Intellectual Property other than Contracts under which the Company receives the right to declare a default or exercise Shrink-Wrap Code; or (xxii) any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, is otherwise material to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material ContractCompany, including termination provisionsthe New York Facility Agreement. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes 4.12 lists the following Contracts to which the Company or any of the Company Subsidiaries is a "CPI party or by which any of them is bound (collectively, the “Material Contract." For purposes Contracts”), a complete and correct copy of this Agreement, each of which, together with any amendments or other modifications thereto, or, in the following shall be deemed case of oral Contracts, an accurate summary of the material terms thereof, has been made available to constitute a CPI Material ContractPurchaser: (i) any Contract relating to Company Indebtedness, any Contract under which the employment ofCompany or any Company Subsidiary guaranteed indebtedness of any other Person in each case in excess of $25,000, or the performance of services by, any officer, director or employee and any Contract pursuant relating to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments in respect the issuance of salary and the grant letters of standard benefits)credit; (ii) any Contract that provides providing for indemnification the sale, assignment, lease, license or other disposition of any officer, director, employee asset of the Company or agentany Company Subsidiary with a value in excess of $50,000; (iii) any Contract (A) relating to granting a Lien upon any material asset of the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance Company or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesCompany Subsidiary; (iv) any Contract requiring that CPI give partnership, limited liability company or joint venture agreement in which the Company or any noticeCompany Subsidiary participates as a partner, obtain any consent member or provide any information to any Person prior to accepting any Acquisition Proposaljoint venturer; (v) any Contract (not otherwise identified in this Section) that (A) has a term all leases or subleases of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration leased real property listed on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractSchedule 4.17; (vi) any sales agency, sales representation, distributorship, broker or franchise Contract (A) to which any Governmental Body that is a party not terminable without penalty on 90 days’ notice or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractless; (vii) any open purchase order placed by CPI Contract granting rights in Intellectual Property of third parties to the Company or any Company Subsidiary, other than non-exclusive licenses of generally commercially available “off the shelf” software, requiring future aggregate payments in excess annual fees of less than $300,000; and25,000; (viii) any Contract with Seller or any current or former officer, manager, director, member or owner (not otherwise identified or any family member of any such officer, manager, member or owner) or Affiliate of Seller, the Company or any Company Subsidiary (the “Related Party Agreements”); (ix) any employment or consulting agreements, or similar Contracts providing for compensation, bonus, profit-sharing or similar arrangements; (x) any Contract for the disposition of any material asset; (xi) powers of attorney or other similar agreements or grants of agency authority; (xii) any Contract that requires payment by the Company or any Company Subsidiary of amounts in this Sectionexcess of $25,000 per annum or in which $50,000 in the aggregate remains to be paid by the Company or a Company Subsidiary, as applicable, under such Contract, or provides for the Company or any Company Subsidiary to receive any payments in excess of, or any property with a fair market value in excess of, $25,000 per annum or in which $50,000 in the aggregate remains payable to the Company or a Company Subsidiary, as applicable; or (xiii) that would be required as an exhibit in a registration statement under any commitment to enter into any of the Securities Act of 1933foregoing. (b) Each CPI None of the Company or any Company Subsidiary is in violation in any material respect of any of the terms or conditions of any Material Contract and, to the Knowledge of the Company, all of the material covenants to be performed by any other party thereto have been performed in all material respects. Under each Material Contract, (A) with respect to the Company or the Company Subsidiaries, there is valid and no existing default or breach or event of default (or event that with the notice or lapse of time, or both, would constitute a breach or default), or (B) with respect to the other party, to the Knowledge of the Company, there is no existing default or breach or event of default (or event that with the notice or lapse of time, or both, would constitute a breach or default). (c) Each Material Contract: (i) 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 relief of debtors, ; and (ii) rules of law governing specific performanceis valid, injunctive relief binding and other equitable remedies and (iii) in enforceable against the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated Company or breached, or committed any material default under, any CPI Material Contract, Company Subsidiary party thereto and, to the best Knowledge of the knowledge of CPICompany, no is binding against the other Person has materially violated or breachedparties thereto, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where as enforceability of such breachagreements may be limited by bankruptcy, defaultinsolvency, violation reorganization, moratorium and other similar Laws now or waiver would have a Material Adverse Effect on CPIhereafter in effect relating to or limiting creditors’ rights generally and general principles of equity relating to the availability of specific performance and injunctive and other forms of equitable relief. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 2.14 of the Disclosure Schedule identifies each CPI Contract that constitutes sets forth a "CPI Material Contract." For purposes of this Agreement, each true and correct list of the following shall be deemed to constitute a CPI types of Assigned Contracts, other than the Lease Agreements, which are separately addressed in Section 2.12 (the “Material Contract:Contracts”): (i) any Contract relating to the employment of, or open orders that involve the performance of services by, any officer, director or employee and any Contract pursuant delivery of goods or materials by the Business providing for annual revenue to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments Seller in respect excess of salary and the grant of standard benefits)$50,000; (ii) any Contract open purchase orders that provides for indemnification involve the performance of any officerservices for, directoror delivery of goods or materials to, employee or agentthe Business involving annual payments by the Business in excess of $50,000; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale collective bargaining agreements or transfer of any securities, (B) providing any Person other similar contracts with any preemptive right, right of participation, right of maintenance or labor union covering any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesEmployees; (iv) agreements for the employment of any Contract requiring that CPI give Employee on a full-time, part-time, consulting or other basis (A) providing annual cash or other compensation in excess of $50,000, or (B) providing for the payment of any notice, obtain any consent cash or provide any information to any Person prior to accepting any Acquisition Proposalother compensation or benefits upon the consummation of the transactions contemplated hereby; (v) agreements relating to any Contract (not otherwise identified in this Section) that (A) has a term Lien on any of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractPurchased Assets; (vi) agreements that restrict the ability of the Business to engage in any Contract (A) to which line of business or compete with any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractPerson; (vii) joint venture or partnership agreements involving a sharing of profits, losses costs or liabilities by the Business with any open purchase order placed third Person; (viii) personal property leases under which the Business is the (A) lessee of tangible personal property owned by CPI requiring future aggregate any other Person and involving annual rental payments in excess of $300,00025,000 and (B) lessor of tangible personal property owned by Seller; (ix) other than agreements for the sale of ball bearings by the Business on a purchase order basis to the Seller’s Optical Systems Group, and except as otherwise set forth in clauses (i) through (viii) above or in Section 2.14 of the Disclosure Schedule, agreements with, or loans to or from, any director, officer, Employee, agent or other Affiliate of Seller involving the Business or any Purchased Asset; and (viiix) any Contract Contracts (not except as otherwise identified set forth in this Sectionclauses (i) that would be required as an exhibit through (ix) above or in a registration statement under Section 2.14 of the Securities Act Disclosure Schedule) entered into other than in the ordinary course of 1933business consistent with past practice or providing for annual payments by or to the Business in excess of $50,000. (b) Each CPI Seller has made available to Purchaser a correct and complete copy of each Material Contract. With respect to the Material Contracts, (i) each Material Contract is valid and in full force and effect, effect and is valid, binding and enforceable against Seller and, to Seller’s Knowledge, the other parties thereto in accordance with its terms, subject to (i) laws of general application relating to bankruptcythe General Enforceability Exceptions, insolvency and the relief of debtors, (ii) rules of law governing specific performanceneither Seller nor, injunctive relief and to Seller’s Knowledge, any other equitable remedies and (iii) Person is in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated material breach or breachedviolation of, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.16(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes sets forth a "CPI Material Contract." For purposes complete and accurate list of this Agreement, each of the following shall be deemed Contracts in effect as of the date hereof to constitute which the Company is a CPI party or otherwise bound and which has not expired by its terms (any such Contract of a nature described below (whether or not set forth on the Company Disclosure Schedule) to which the Company is a party or otherwise bound, being referred to herein as a “Material Contract:” and, collectively, as the “Material Contracts”): (i) any Contract relating (A) Employee Agreement granting (x) any bonus to any current or former Employee with respect to which the employment ofCompany or any ERISA Affiliate has or may have any current or future liability or obligation in excess of $75,000, or the performance (y) any severance benefits, change of services bycontrol benefits, or termination pay (in cash or equity or otherwise) to any officer, director current or employee and any Contract pursuant former Employee with respect to which CPI is the Company or any ERISA Affiliate has or may become obligated to make have any severancecurrent or future liability or obligation, terminationand (B) contractor or consulting Contract, bonus in each case with a firm or relocation payment other organization or any other payment (other than payments with an individual if the amounts payable for 2009 and annually thereafter are in respect excess of salary and the grant of standard benefits)$100,000; (ii) any Contract that provides or plan, including any stock option plan, stock appreciation rights plan or stock purchase plan, or any plan providing similar equity awards, for indemnification which any benefits will be increased or for which vesting of benefits will be accelerated, by the occurrence of any officerof the transactions contemplated by this Agreement (or any events following this Agreement) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement (other than notices of grant, directorstock option agreements or restricted stock unit agreement agreements, employee or agenteach on the Company’s standard form, which do not provide for any acceleration); (iii) any Contract (A) relating to lease of personal property involving future payments in excess of $100,000 individually or $250,000 in the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesaggregate; (iv) any Contract requiring that CPI give any notice, obtain any consent outstanding fidelity or provide any information to any Person prior to accepting any Acquisition Proposalsurety bond or completion bond; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days restricts or that may not be terminated by CPI (without penalty) within sixty (60) days after prohibits the delivery of a termination notice by CPI and (B) that contemplates Company from hiring or involves (I) soliciting any individual to perform employment or consulting services for the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractCompany; (vi) any Contract (A) of indemnification or guaranty, other than those which relate to which any Governmental Body is a party Company Products or under which any Governmental Body has any rights or obligationsservices, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI the sale and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractdevelopment therefor; (vii) any open purchase order placed by CPI requiring Contract relating to capital expenditures and involving future aggregate payments in excess of $300,000; and100,000 individually or $250,000 in the aggregate; (viii) any Contract relating to the disposition or acquisition of assets (other than customer and reseller Contracts) or any interest in any business enterprise outside the ordinary course of the business of the Company; (ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other written agreements or instruments relating to the borrowing of money or extension of credit; (x) any purchase order or Contract for the purchase of materials by the Company involving future payments in excess of (A) $100,000 individually to any third party other than Plexus Corp. (“Plexus”), or (B) $500,000 individually to Plexus; (xi) any Contracts that contain “most favored nation” or preferred pricing provisions; (xii) any material written joint marketing, strategic alliance or affiliate agreement; (xiii) any Contract to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiv) any written sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or other similar agreement for distribution of the products, Technology or services of the Company pursuant to which the Company received any individual sales order in 2009 or 2010 in the amount of at least $200,000, other than reseller agreements entered into in the ordinary course of business granting the non-exclusive right to sell Company Products that do not otherwise identified materially differ from the Company’s standard form of reseller agreement, which standard form of reseller agreements set forth on Section 3.16(a)(xiv)(A) of the Company Disclosure Schedules; (xv) any nondisclosure, confidentiality or similar Contract, other than those entered into with any actual or prospective customer or vendor in this Sectionthe ordinary course of business consistent with past practices or those entered into with Employees consistent with the Company’s representation and warranty in Section 3.15(h) hereof; (xvi) any other Contract that involves future payments by the Company in excess of $100,000 individually or $250,000 in the aggregate, or, in the case of Plexus, $500,000 individually, and, in each case, is not cancelable without material penalty within thirty (30) days; (xvii) any Contract limiting the freedom of the Company to engage in any line of business or to compete or to develop, distribute, sell, manufacture, have manufactured, assemble, license, or sublicense any products or services; (xviii) any IP Contract; (xix) any Contract that contains indemnities relating to products or Technology sold or services rendered by the Company since January 1, 2007 pursuant to which the Company received any individual sales order in 2009 and 2010 in the amount of at least $200,000, other than non-exclusive licenses and related agreements with respect thereto (including maintenance and support agreements) of the Company Products to end users pursuant to a written Contract that has been entered into in the ordinary course of business that does not materially differ from the Company’s standard forms which are included in Section 3.15(j) of the Company Disclosure Schedule; (xx) any Contract not fully performed for the purchase by customers of (A)products that involves $400,000 individually or more or (B) services that involves $100,000 individually or more; (xxi) any Lease Agreement; (xxii) any Contract not fully performed pursuant to which any third party has agreed to design, manufacture, test or package any Company Product or component therefor and for which the Company has or is required to pay consideration in excess of (A) $100,000 individually to any third party other than Plexus or (B) $500,000 individually to Plexus, other than, in each case, Contracts set forth under Section 3.16(a)(x); (xxiii) any Contract between the Company, on the one hand, and any of the Company Securityholders, on the other hand, other than Contracts related to equity awards to Employees of the Company and Employee Agreements; or (xxiv) any other Contract the termination or breach of which would reasonably be required expected to be material to the Company taken as an exhibit in a registration statement under the Securities Act of 1933whole. (b) Each CPI Material Contract is a valid and in full force and effectbinding agreement, and is enforceable against the Company and, to the Company’s Knowledge, each of the other parties thereto, in accordance with its terms, and, to the Company’s Knowledge is in full force and effect. The Company is in material compliance with and has not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Material Contract which would reasonably be expected to result in a material liability, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any such Material Contract subject to (i) laws any breach, violation or default thereunder, nor does the Company have Knowledge of general application relating to bankruptcyany event that with the lapse of time, insolvency and giving of notice or both would constitute such a breach, violation or default by the relief of debtorsCompany or any such other party, (ii) rules of law governing specific performancewhich breach, injunctive relief and other equitable remedies and (iii) violation or default would result in the case termination of any such Material Contract with a Governmental Bodyor result in material liability to, laws applicable theretoor Loss by, the Company. True and complete copies of each Material Contract (whether or not set forth on the Company Disclosure Schedule) have been made available to Parent. (c) Except The Material Contracts which constitute licenses of goods, services or rights from third parties that are incorporated in any products, services or rights which the Company sublicense to its customers are sublicenseable without any further payment to any Person, except as set forth identified in Section 3.16(c) of the CPI Company Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To There are no Litigation Claims outstanding, nor, to the best of the knowledge of CPICompany’s Knowledge are there any other Claims or material disagreements or disputes, no Person is renegotiating, or has the right with respect to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI All Indebtedness of the Company outstanding on the date of this Agreement is set forth in Section 3.16(d) of the Company Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedSchedule.

Material Contracts. (aExcept as disclosed in Schedule 3.15(a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each of the following shall be deemed Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to constitute a CPI Material Contractor any of the respective assets are bound by: (i) any Contract relating to “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the employment ofSecurities Act), whether or not filed by the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and Company with the grant of standard benefits)SEC; (ii) any employment, retention, severance or consulting Contract that provides (in each case with respect to which the Company has continuing obligations as of the date hereof) (A) with any current or former (w) individual consultant for indemnification the Company of any officerof its Subsidiaries whose compensation is not billed to clients of the Company, director(x) executive officer of the Company, (y) member of the Company Board, or (z) employee of the Company or agentany Company Subsidiary whose compensation is not billed to clients of the Company providing for an annual base salary in excess of $200,000 or (B) creates compensation severance, stock, stock option or any similar obligations, or requires payment of total annual compensation in excess of $200,000; (iii) any Contract (A) relating to providing for indemnification, “earn-out” or any guaranty or contingent payment by the acquisitionCompany or any Company Subsidiary, issuancein each case that could result in payments in excess of $200,000, votingin the aggregate, registrationby the Company and each Company Subsidiary, sale other than any guaranty by the Company or transfer a Company Subsidiary of any securities, (B) providing any Person with any preemptive right, right of participation, right the obligations of maintenance the Company or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesanother Company Subsidiary; (iv) any Contract requiring that CPI give purports to limit in any noticematerial respect the right of the Company or any Company Subsidiary (or, obtain at any consent time after the consummation of the Merger, Parent or provide any information Company Subsidiary) (x) to engage in any line of business, (y) to compete with any Person or operate in any geographical location, or (z) to solicit or hire employees pursuant to any Person prior to accepting any Acquisition Proposalemployee “non-solicitation” or “no hire” provision; (v) any Contract relating to the disposition or acquisition, directly or indirectly (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days by merger or that may not be terminated otherwise), by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates Company or involves (I) the payment or delivery of cash or other consideration on or any Company Subsidiary after the date hereof in an amount or having of this Agreement of assets with a fair market value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract200,000; (vi) any Contract (A) that contains any provision that requires the purchase of all of the Company’s or any Company Subsidiary’ requirements for a given product or service from a given third party, which product or service is material to which any Governmental Body is the Company and each Company Subsidiary, taken as a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractwhole; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess Contract that obligates the Company or any Company Subsidiary to conduct business on an exclusive or preferential basis with any third party or upon consummation of $300,000; andthe Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any third party; (viii) any partnership, joint venture, limited liability or similar Contract relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to the Company and the Company Subsidiaries taken as a whole, or in which the Company or any Company Subsidiary owns more than a 15% voting or economic interest, that has a value of more than $200,000 in the aggregate; (ix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements, notes or other Contracts, in each case relating to indebtedness for borrowed money or deferred payment, whether as borrower or lender, in each case in excess of $200,000, other than loans to direct or indirect Subsidiaries of the Company; (x) any collective bargaining agreement or other Contract with any labor union or other collective bargaining representative; (xi) any Contract that prohibits the payment of dividends or distributions in respect of any Equity Interest of the Company or any of the Company Subsidiaries, prohibits the pledging of any Equity Interest of the Company or any Company Subsidiary or any other Lien, prohibits the incurrence of any indebtedness, prohibits the issuance or incurrence of guarantees by any Company Subsidiary; (xii) any Contract that involves any Person who, together with such Person’s Affiliates, owns 5% or more of the outstanding Common Shares (other than the Company or any Company Subsidiary); (xiii) any Contract that involves the granting of a power of attorney; (xiv) any Contract that provides for the grant of a material license or other material right with respect to or otherwise involving any Intellectual Property rights owned or used by the Company or any Company Subsidiary, including all content licenses (except for commercially available off the shelf software with a replacement cost and/or annual license fees of less than $25,000 or licenses to customers and end users granted in the ordinary course of business); (xv) any Contract that contains a put, call, agreement or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than $200,000 or that involves any exchange traded or over the counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest rate, commodity price, equity value or foreign currency protection contract; (xvi) any Contract that is a settlement, conciliation or similar agreement with any Governmental Entity or which would require the Company or any Company Subsidiary to pay consideration of more than $200,000 after the date of this Agreement; or (xvii) any other Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act exclusive of 1933. (b) Each CPI Material Contract is valid and in full force and effectany vendor managed services agreements, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) staffing supply agreements or similar agreements entered into in the case ordinary course of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best business of the knowledge of CPI, no other Person has materially violated Company or breached, any Company Subsidiary) which requires or committed any material default under, any CPI Material Contract; (ii) is reasonably likely to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to require (A) result the Company or any Company Subsidiary to make payment or incur costs in a material violation or breach excess of $200,000 in any of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; year or (B) has been received annual payments from a complaining party that has not contacted CPI or otherwise, third parties to the knowledge Company and each Company Subsidiary in excess of CPI, taken $200,000 in any action with respect to such party's complaint for a period of more than six months following receipt year. Each Contract of the communication; and (ivtype described in this Section 3.15(a) CPI has not waived any of its material rights under any CPI or identified on Schedule 3.15(a) is referred to herein as a “Company Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.”

Material Contracts. (a) The CPI Except for Contracts that are terminable by any Company upon sixty (60) days’ notice or less without penalty, Section 4.10 of the Seller Disclosure Schedule identifies each CPI Contract that constitutes Letter is a "CPI Material Contract." For purposes of this Agreementcomplete, each accurate, and current list of the following shall be deemed Contracts to constitute which any Company is a CPI party or is otherwise bound and which is in effect as of the Effective Date or as of the Closing Date (each, a “Material Contract:”): (i) Any Contract providing for aggregate annual payments to or by any Contract relating to the employment of, or the performance Company in excess of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment Five Hundred Thousand Dollars (other than payments in respect of salary and the grant of standard benefits$500,000);. (ii) any Any Contract that provides grants to any Person the right to occupy any portion of the Real Property (other than such Contracts for indemnification of any officerhotel, director, employee or agent;meeting and banquet rooms entered into in the Ordinary Course). (iii) any Any Contract (A) relating related to the acquisitionsale, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securitieslease, or (C) providing CPI with any right use of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or gaming equipment having a value in excess of Five Hundred Thousand Dollars ($300,000 500,000). (iv) Any Contract that prohibits any Company from competing in aggregate payments under such Contractany geographical area, market or line of business. (IIv) All partnership agreements, limited liability company agreements and joint venture agreements relating to any Company or the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract;Business. (vi) any Any Contract (A) to which any Governmental Body is with a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract;. (vii) Any Contract that is (A) a license to any open purchase order placed by CPI requiring future aggregate Company of Intellectual Property and requires annual payments in excess of Five Hundred Thousand Dollars ($300,000; and500,000), other than commercially available software products under standard end-user, “shrink wrap,” “click-to-accept” or similar object code license agreements, or (B) a license by any Company of any Intellectual Property, other than any non-exclusive licenses granted in the ordinary course of business. (viii) Any Contract pursuant to which any Company has created, incurred, assumed or guaranteed Indebtedness for borrowed money in excess of Five Hundred Thousand Dollars ($500,000). (ix) Any employment Contract. (x) Any Contract with any Xxxx Party, any of its Affiliates, or any Person in which any Xxxx Party or its Affiliates own five percent (not otherwise identified in this Section5%) that would be required as or more of the Capital Stock. (xi) Any Company Collective Bargaining Agreement, (xii) Any Contract involving the design, development, licensing, or operation of an exhibit in a registration statement under online gaming business for the Securities Act of 1933Companies. (b) Each CPI Material Contract is valid and binding upon the Company that is party thereto (and, to Seller’s Knowledge, upon all other parties thereto), in accordance with its terms and is in full force and effect. There is no, and since January 1, 2015 there has been no, breach or violation of or default by the Company that is enforceable a party thereto or, to Seller’s Knowledge, by any other party, under any of the Material Contracts in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material respect, whether or not such breach, violation or default underhas been waived. No event has occurred with respect to the Companies or, to Seller’s Knowledge, any CPI Material Contractother party, andwhich, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 time or both, would constitute a material breach, violation or breach default of, or give rise to a right of termination, modification, or acceleration under, any of the provisions of any CPI Material Contract, (B) give any Person the right Contracts. Seller has made available to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list Purchaser copies of all claims made under any CPI Material Contract that Contracts, which copies are disputed true, correct and complete in any all material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedrespects.

Material Contracts. (a) The CPI Disclosure 3.13.1. Schedule identifies each CPI Contract that constitutes 3.13 sets forth a "CPI Material Contract." For purposes list of this Agreement, each all Contracts of the following shall types described below to which any of the Target Companies is a party, is bound, or by which the Business or assets of the Target Companies are bound: (i) each Target Company’s pharmacy provider agreements, including mail and retail, (ii) the ten (10) customer contracts which generated the most revenues for the Target Companies in the aggregate during 2007 and (iii) all Contracts whereby the Company or any Target Company receives or is entitled to receive rebates from pharmaceutical drug manufacturers for services rendered; (b) all employment and consulting Contracts of the Target Companies (other than those pursuant to which the base compensation to be deemed paid by the Target Companies collectively to constitute the offeree is less than $150,000 per year) and all bonus, pension, profit sharing or other deferred compensation plans; (c) all Contracts (or group of related Contracts) or options to sell or lease (as lessor) any property or asset of the Target Companies in excess of $250,000 per year, except for sales in the Ordinary Course of Business; (d) all Contracts (or group of related Contracts) pursuant to which any Target Company (i) possesses or uses, or has agreed to acquire or lease, any property or asset and (ii) is required to make payments, accrue expenses or incur charges in excess of $250,000 per year; (e) all Contracts (or group of related Contracts), plans or programs pursuant to which material payments, or an acceleration of or material increase in benefits, may be required upon a CPI Material Contract:change of control of any Target Company; (f) all Contracts (or group of related Contracts) pursuant to which any Target Company incurred a continuing obligation to pay any amounts in excess of $250,000 in respect of indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets constituting a business or securities representing a controlling interest in any Person or (ii) merger, consolidation or other business combination; (g) all indentures, mortgages, credit agreements, promissory notes, loan agreements, letters of credit, guarantees or other agreements or instruments (1) under which a Target Company has incurred Indebtedness, (2) providing for the creation of any Lien upon any of the material properties or material assets of a Target Company or (3) providing for the payment or collection by a Target Company of the debts or obligations of any other Person; (h) all collective bargaining agreements; (i) any Contract relating that contains a covenant by any Target Company not to compete (or that otherwise restricts the employment ofBusiness from competing) in any line of business, with any Person or in any geographic area (other than pursuant to any radius restriction contained in any lease, reciprocal easement or development, construction, real estate, operating or similar agreement, in each case that has been provided to Buyer) or other covenant of any Target Company materially restricting the development, marketing or distribution of the products and services of the Business, including pursuant to any “exclusivity” or similar requirement; (j) any other Contract (or group of related Contracts other than purchase orders entered into in the Ordinary Course of Business) the performance of services by, any officer, director which involves payment by or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); (ii) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right Target Company of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to 250,000 per year and which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000cannot be canceled within 90 days; and (viiik) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933all IP Contracts. (b) 3.13.2. The Company has heretofore made available to the Buyer a true, complete and correct copy of each of the Contracts listed on Schedule 3.13, each as in effect on the date hereof, and all amendments and supplements thereto and all waivers thereunder. Each CPI Material Contract of the Contracts listed on Schedule 3.13 is valid and in full force and effect, effect and is binding and enforceable in accordance with its termson each party thereto, subject to except as such enforceability may be limited by (ia) laws of general application relating to applicable bankruptcy, insolvency and insolvency, moratorium, reorganization or similar Laws in effect which affect the relief enforcement of debtorscreditors rights generally or (b) general principles of equity, (ii) rules of whether considered in a proceeding at law governing specific performanceor in equity. No Target Company, injunctive relief and nor, to the Company’s Knowledge, any other equitable remedies and (iii) party is in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contractor in material breach or violation of, and, to the best of the knowledge of CPI, no other Person nor has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no an event has occurred, and no circumstance or condition exists, occurred that (with or without notice or notice, lapse of timetime or both) could reasonably be expected to (A) result in would constitute a material violation default by the Target Company under any Contract listed on Schedule 3.13. No Target Company has received any notice in writing (or breach to the Company’s Knowledge, otherwise) or claim of default under any of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default Contracts listed on Schedule 3.13 or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI has not received any written notice or other written communication regarding of any actual or possible violation or breach of, default under, or intention to terminate, any CPI Contract except for communication (A) that has subsequently been revoked; not renew or (B) has been received from a complaining party that has not contacted CPI or otherwise, to challenge the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision validity of any CPI Material such Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Except for agreements entered into after the date hereof in accordance with Section 7.2 or as set forth on Schedule identifies each CPI Contract that constitutes a 5.12 (the "CPI Material Contract." For purposes of this AgreementContracts"), each none of the following shall be deemed Conveyed Subsidiaries (or a Subsidiary of a Conveyed Subsidiary) nor any Asset Selling Corporation is a party to constitute a CPI Material Contractor bound by: (i) any Contract relating contract, agreement or other arrangement 69 for the purchase of Inventories, or other personal property with any supplier or for the furnishing of services to the employment of, Business extending beyond one year from the date hereof or the performance terms of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments provide for financial commitments in respect excess of salary and the grant of standard benefits)$1,000,000; (ii) any Contract that provides contract, agreement and other arrangement for indemnification the sale of any officer, director, employee Inventories or agentfor the furnishing of services by the Business with firm commitments in excess of one year from the date hereof (in the case of the United States) and three years from the date hereof (in the case of all other locations); (iii) any Contract (A) relating broker, distributor, dealer, manufacturer's representative, franchise and agency agreements related to the acquisition, issuance, voting, registration, sale Business that is not cancelable on 60 days' notice or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesless without financial penalty; (iv) any Contract requiring that CPI give any noticecontracts and agreements relating to indebtedness for borrowed money, obtain any consent factoring arrangements, sale and leaseback transactions and deferred purchase price of property or provide any information other similar financial arrangement relating to any Person prior the Business with respect to accepting any Acquisition Proposal;which a Conveyed Subsidiary (or a Subsidiary of the Conveyed Subsidiary) or Asset Selling Corporation is an obligor in excess of $1,000,000; 70 (v) any Contract patent or technology or trademark licenses or agreements or research and development or design agreements relating to the Business the terms of which provide for aggregate commitments to be paid by or to a Conveyed Subsidiary (or a Subsidiary of the Conveyed Subsidiary) or Asset Selling Corporation in excess of $100,000; and (vi) other than intercompany agreements that are not otherwise identified in this Section) that being assigned to or assumed by Purchaser, all agreements entered into since March 1, 1995 providing for (A) has the disposition of any capital stock of any Conveyed Subsidiary (or a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery Subsidiary of a termination notice by CPI and Conveyed Subsidiary), or (B) that contemplates the acquisition or involves (I) the payment disposition of any Conveyed Assets or delivery assets of cash or other consideration on or after the date hereof in a Conveyed Subsidiary and having an amount or having a aggregate value in excess of $300,000 2,000,000, other than the sale of Inventories in aggregate payments under such Contract, the ordinary course of the Business consistent with past practice or (II) the performance sale of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933.obsolete equipment. 71 (b) Each CPI Except as disclosed in Schedule 5.12, (i) each Material Contract is valid and binding on the Seller Corporation or Conveyed Subsidiary (or a Subsidiary of the Conveyed Subsidiary) that is a party thereto, and to the Knowledge of Pfizer, the 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 relief of debtors, (ii) rules no Asset Selling Corporation or Conveyed Subsidiary (or a Subsidiary of law governing specific performance, injunctive relief and other equitable remedies and (iiia Conveyed Subsidiary) is in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breachedbreach of, or committed any material default under, any CPI such Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated which breach or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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) would result in a material violation or breach of any of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIEffect. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Except for this Agreement, Section 4.14(a) of the Battery Point Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes sets forth, as of the date of this Agreement, each a true and complete list of the following shall be deemed agreements, leases, licenses, contracts, notes, bonds, debt instruments, mortgages, indentures, permits, arrangements or other obligations (each, whether written or oral and including any amendments or modifications thereto, a “Contract”) to constitute which Battery Point or any of its subsidiaries is a CPI party or by which any their respective properties or assets are bound (each, a “Material Contract:”): (i) each Contract that restricts in any Contract relating to material respect the employment of, or the performance ability of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Battery Point or any other payment (other than payments of its subsidiaries to compete in respect any line of salary and the grant of standard benefits)business or geographic area or contains any covenant granting “most favored nation” status; (ii) each Contract (A) pursuant to which Indebtedness of Battery Point or any of its subsidiaries in an amount in excess of $100,000 is outstanding or may be incurred by its terms or (B) that constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract that provides for indemnification of any officer, director, employee or agentrelated to a hedging transaction; (iii) each Contract relating to the formation, creation, operation, management or control of any partnership or joint venture or the ownership of any material equity interest in any entity or business enterprise (other than any of Battery Point’s subsidiaries); (iv) each Contract between Battery Point or any of its subsidiaries, on the one hand, and (A) relating to the acquisition, issuance, voting, registration, sale any present executive officer or transfer director of Battery Point or any securitiesof its subsidiaries, (B) providing to the Knowledge of Battery Point, any Person with stockholder of Battery Point as of the Closing Date or (C) to the Knowledge of Battery Point, any preemptive rightaffiliate of any such officer, director or owner (other than Battery Point or any of its subsidiaries), on the other hand; (v) each Contract that (A) relates to the acquisition or disposition by Battery Point or any of its subsidiaries of any real estate assets or properties (whether by stock sale, asset sale, merger or otherwise) for aggregate consideration in excess of $100,000 that has not been performed in full as of the date hereof, (B) includes an “earnout” or other contingent, deferred or fixed payment obligation of Battery Point or any of its subsidiaries in excess of $100,000 that has not been paid in full as of the date hereof, (C) requires, or grants, any unexpired option, right of participationfirst offer, right of maintenance first negotiation or right of first refusal to, Battery Point or any of its subsidiaries to acquire real estate assets or properties for consideration in excess of $100,000, or (D) permits, or gives, any person any unexpired option, right of first offer, right of first negotiation, right of first refusal or other similar right with respect to the purchase of any securities, Battery Point Owned Property or (C) providing CPI with material asset of Battery Point or any right of first refusal with respect to, its subsidiaries or right any portion thereof or otherwise obligates Battery Point or any of its subsidiaries to repurchase sell or redeem, otherwise dispose of any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractBattery Point Owned Property; (vi) each Contract that involves any Contract (A) to which pending or contemplated merger, consolidation, sale, lease or license of any Governmental Body is a party Battery Point Owned Property or under which other material assets of Battery Point or any Governmental Body has any rights or obligationsof its subsidiaries, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or similar business combination transaction, other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) than in the payment or delivery Ordinary Course of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractBusiness; (vii) each Contract (or series of related Contracts) for the purchase or sale of materials, supplies, goods, services, equipment or other assets providing for annual payments by or to Battery Point or any open purchase order placed by CPI requiring future aggregate payments of its subsidiaries, as the case may be, of amounts in excess of $300,000100,000, which Contract is not terminable by either party on less than 365 days’ written notice without material penalty; (viii) each Contract between Battery Point or any of its subsidiaries and any third-party service provider with respect to the management of any Battery Point Owned Property (each, a “Property Management Contract”); (ix) each Contract that obligates Battery Point or any of its subsidiaries to indemnify any past or present directors, officers or employees of Battery Point or any of its subsidiaries, other than the Organizational Documents of Battery Point or any of its subsidiaries; (x) each Contract that is a settlement, conciliation or similar agreement that imposes any material monetary or non-monetary obligations upon Battery Point or any of its subsidiaries after the Closing Date; (xi) each Contract that contains restrictions on the ability of Battery Point or any of its subsidiaries to pay dividends or other distributions (other than pursuant to the Organizational Documents of Battery Point or any of its subsidiaries or in connection with any loan agreements to which Battery Point is a party set forth on Section 4.14(a)(xi) of the Battery Point Disclosure Schedule (collectively, the “Existing Loan Agreements”); (xii) each Contract with a Governmental Authority (including agreements with Xxxxxx Xxx or Xxxxxxx Mac); (xiii) each Contract that contains covenants expressly limiting, in any material respect, the ability of Battery Point or any of its subsidiaries to sell, transfer, pledge or otherwise dispose of any material assets or properties (other than cash) or business of Battery Point or any of its subsidiaries (other than in connection with the Existing Loan Agreements); (xiv) each Contract that constitutes a loan to any person by Battery Point or any of its subsidiaries (other than receivables in the Ordinary Course of Business or advances made pursuant to and expressly disclosed in any Tenant Lease) in an aggregate amount in excess of $50,000; (xv) each Contract pursuant to which intellectual property material to the operations of Battery Point or any of its subsidiaries, taken as a whole, is licensed to Battery Point or any of its subsidiaries by any third party (other than commercially available software or software services) or is licensed by Battery Point or any of its subsidiaries to any third party (other than non-exclusive licenses granted by Battery Point or any of its subsidiaries in the Ordinary Course of Business which do not contain any material restriction on the use or exploitation of any intellectual property Battery Point or any of its subsidiaries); and (viiixvi) each Contract that is with any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933investment banker, accountant, outside legal counsel or other professional advisor. (b) Battery Point has made available to PORT, the Operating Partnership and the Purchasers correct and complete copies of all written Material Contracts required to be listed in Section 4.14(a) of the Battery Point Disclosure Schedule, including all amendments thereto, as in effect as of the date of this Agreement. (c) Each CPI Material Contract (i) is a valid and binding agreement of Battery Point or any of its subsidiaries party thereto, enforceable against Battery Point or any of its subsidiaries and, to the Knowledge of Battery Point, each other party thereto in accordance with its terms, in each case, subject to (1) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (2) general principles of equity that restrict the availability of equitable remedies, and (ii) is in full force and effect, and except, in the case of clauses (i) or (ii), with respect to any Material Contract that expires by its terms or is enforceable terminated in accordance with its terms, subject to the terms thereof (as in effect as of the date hereof) after the date hereof. (d) (i) laws Battery Point or any of general application relating its subsidiaries has performed in all material respects all obligations required to bankruptcybe performed by it prior to the date hereof under each Material Contract and, insolvency and to the relief Knowledge of debtorsBattery Point, each other party thereto has performed in all material respects all obligations required to be performed by it under such Material Contract prior to the date hereof, (ii) rules neither Battery Point nor any of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, its subsidiaries and, to the best Knowledge of the knowledge of CPIBattery Point, no other Person has materially violated or breachedparty thereto, or committed any material default underis (or, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, would be) could reasonably be expected to (A) result in a material violation default under or breach of any of the provisions terms of any CPI Material ContractContract in any material respect, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI none of Battery Point or any of its subsidiaries has not received any written notice or other written communication regarding of any actual or possible violation or breach of, default under, under any Material Contract or intention to terminate, is aware of any CPI Contract except cause for communication (A) that has subsequently been revoked; acceleration of any liability or (B) has been received from a complaining loss of any rights of any party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to such party's complaint for a period of more than six months following receipt of the communication; thereto and (iv) CPI has not waived none of Battery Point or any of its material rights subsidiaries has received written notice of termination under any CPI Material Contract, in each case where such breachand, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To to the best Knowledge of the knowledge of CPIBattery Point, no Person is renegotiating, or party to any Material Contract has the right threatened to renegotiate, cancel any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list As used in this Agreement, the term “Indebtedness” means, with respect to any person, (i) any indebtedness of such person, whether or not contingent, for borrowed money (whether by loan or the issuance and sale of debt securities evidenced by notes, debentures or similar instruments and including, reimbursement and all claims made other obligations with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured), (ii) any obligations of such person for the deferred purchase price of property or services (other than trade payables, accrued compensation and other accrued liabilities, in each case, incurred in the Ordinary Course of Business of such person), including any earn-outs, (iii) any obligations of such person evidenced by notes, bonds, debentures or other similar instruments, (iv) obligations of any person in respect of interest rate, currency or other swaps, xxxxxx or similar derivative arrangements, (v) any obligations of such person as lessee (or other agreement conveying the right to use) under leases to the extent such obligations are required to be classified and accounted for as capital leases in accordance with GAAP, (vi) any CPI Material Contract obligations, contingent or otherwise, of such person under acceptance, letters of credit or similar facilities that are disputed have been drawn, (vii) all Indebtedness of others referred to in clauses (i) through (vi) above guaranteed directly or indirectly in any material respect ormanner by such person, (vii) all Indebtedness referred to in clauses (i) through (vi) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to CPI's knowledgebe secured by) any Lien on property owned by such person, where a dispute as even though such person has not assumed or become liable for the payment of such Indebtedness, and (viii) outstanding prepayment premium obligations of such person, if any, and accrued interest, fees and expenses related to any material matter has been threatenedindebtedness described in clauses (i) through (vii) above.

Material Contracts. (a) The CPI Disclosure Set forth on Schedule identifies 4.15(a) is a list of Contracts (other than any Contract for an interest in real property) to which any Company Group Member is a party or by which any Company Group Member’s assets or properties are bound that fall within the following categories and are in effect as of the Effective Date (each CPI Contract that constitutes a "CPI “Material Contract." For purposes of this Agreement, each of the following shall be deemed to constitute a CPI Material Contract:”): (i) any Contract relating to the employment of, or the performance of services by, any officer, director or employee Contracts representing Indebtedness for Borrowed Money and any Contract pursuant to which CPI 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 and the grant of standard benefits)all guaranties thereof; (ii) any Contract that provides for indemnification Contracts containing covenants limiting the freedom of any officer, director, employee of the Company Group Members to engage in any line of business or agentcompete with any Person or operate at any location; (iii) price swaps, xxxxxx, futures or similar instruments; (iv) Contracts to which Seller or any Contract Seller Affiliate (other than a Company Group Member) is a party or is otherwise bound; (v) joint venture or partnership agreements, including any agreement or commitment to make any loan or capital contribution to any joint venture or partnership; (vi) gathering, treating, transportation, processing or compression Contracts entered into by any of the Company Group Members that (A) if a fee-based Contract, provides for aggregate payments to such Company Group Member during any fiscal year of such Company Group Member in excess of $1,000,000, or (B) if a percentage of proceeds Contract, is reasonably anticipated to result in a share of proceeds retained by such Company Group Member for its own account during any such fiscal year in excess of $1,000,000 (each, a “Material Gathering Contract”); (vii) Contracts that grant “most favored nations” pricing to a customer or counterparty; (viii) Contracts (A) relating to the acquisition, issuance, voting, registration, sale or transfer construction of any securitiesfacilities, (B) providing any Person with any preemptive rightgathering, right of participationtreating, right of maintenance compression or any similar right with respect to any securities, processing or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI pipeline system and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or involving committed expenditures by any Company Group Member to be made after the date hereof in an amount or having a value Effective Date in excess of $300,000 in aggregate payments under such Contract, or 1,000,000; (IIix) the performance of services on or after the date hereof having a value Contracts relating to any outstanding commitment for capital expenditures in excess of $300,000 in aggregate payments under such Contract2,000,000; (vix) bonds, letters of credit or guaranties posted or supported by any Contract Company Group Member; (Axi) Contracts to which any Governmental Body Entity is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractparty; (viixii) any open purchase order placed by CPI requiring future aggregate employment Contracts for Available Employees that (i) require annualized base salary payments in excess of $300,000100,000, (ii) provide for change in control or transaction bonuses or (iii) provide for severance in excess of one month of base salary or notice of termination in excess of thirty (30) days; and (viiixiii) any Contract (not otherwise identified in this Section) other Contracts that would be required as an exhibit in a registration statement under the Securities Act individually, require or entitle any Company Group Member to make or receive payments of 1933$3,000,000 or more annually. (b) Each CPI Except as disclosed on Schedule 4.15(b), each Material Contract is valid and enforceable in full force and effect, and is enforceable all material respects in accordance with its termsterms against the Company Group Member that is party to such Material Contract and, to the Knowledge of Seller, each other party thereto, subject in each case to (i) laws of general application relating to applicable bankruptcy, insolvency insolvency, reorganization, moratorium, and the relief of debtors, similar Laws affecting creditors’ rights generally and (ii) rules equitable principles which may limit the availability of law governing certain equitable remedies (such as specific performance, injunctive relief and other equitable remedies and (iii) in certain instances. None of the case Company Group Members are in default or breach in any material respect of the terms of any such Material Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best Knowledge of Seller (y) no other party to any Material Contract is in breach of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; terms thereof and (iiz) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, occurred that (with or without the giving of notice or lapse the passage of time) could reasonably be expected , or both, would constitute a breach or default in any material respect by a Company Group Member or any other party to (A) result in a material violation or breach of any such Material Contract. None of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI Company Group Members has not received any written notice that any Person intends to cancel, modify, accelerate or other written communication regarding terminate any actual or possible violation or breach of, default under, or intention to terminate, any CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in . Seller has made available to Buyer true and complete copies of each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.13(a) of the Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, lists each of the following shall be deemed to constitute a CPI contracts and agreements of any of the Companies (such contracts and agreements being “Material Contract:Contracts”): (i) any Contract relating to the employment of, all material management contracts and contracts with independent contractors or the performance of services by, any officer, director consultants (or employee similar arrangements) that are not cancelable without penalty or further payment and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment without more than thirty (other than payments in respect of salary and the grant of standard benefits)30) days’ notice; (ii) all collective bargaining agreements or contracts with any Contract that provides for indemnification labor union or labor organization applicable to employees of any officer, director, employee or agentof the Companies; (iii) any Contract (A) all contracts and agreements relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesindebtedness for borrowed money; (iv) all contracts and agreements that limit or purport to limit the ability of any Contract requiring that CPI give of the Companies to compete in any notice, obtain any consent line of business or provide any information to with any Person prior to accepting or in any Acquisition Proposalgeographic area or during any period of time; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated all contracts and agreements with total annual payments by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value Companies in excess of $300,000 in 75,000 or with total aggregate payments under such Contract, or (II) by the performance of services on or after the date hereof having a value Companies in excess of $300,000 in aggregate payments under such Contract150,000; (vi) all material contracts and agreements between or among any Contract of the Companies, on the one hand, and Seller or any Affiliate of Seller, on the other hand (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract“Affiliate Agreements”); (vii) all Material Leases; (viii) all contracts and agreements providing any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000the Companies with national advertising sales representation; (ix) all contracts and agreements relating to network affiliation; (x) all contracts and agreements relating to television retransmission consent; and (viiixi) any Contract all material contracts and agreements for programming, including all material syndication contracts (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under “Programming Contracts”). To the Securities Act of 1933. (b) Each CPI Material Contract is valid and in full force and effectextent routinely maintained by Seller, and is enforceable in accordance with its terms, subject Seller has made available to (i) laws of general application relating to bankruptcy, insolvency and Purchaser the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedulefollowing information for each Programming Contract: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 the term of the provisions of any CPI Material ContractProgramming Contract (start and end dates), (B) give any Person the right to declare a default or exercise any remedy total original cost payable under any CPI Material the Programming Contract, (C) give any Person the right to accelerate amount already paid under the maturity or performance of any CPI Material Programming Contract, or (D) give the amount remaining to be paid under the Programming Contract, (E) the geographic area for which the Programming Contract provides exhibition rights, (F) any Person the right market exclusivity or syndication exclusivity applicable to cancelsuch Programming Contract, terminate or materially modify any CPI Material Contract; (iiiG) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to such party's complaint for Programming Contracts that limit the number of times that a period program may be aired, the number of more than six months following receipt times the programming covered by the Programming Contract has been aired, (H) the number of additional times the programming covered by the Programming Contract may be aired, (I) the method of amortization being applied to the Programming Contract (e.g., the first of five airings reduces the value of the communication; Programming Contract by 50% versus the first of five airings reduces the value of the Programming Contract by 20%) and (ivJ) CPI has not waived a summary of any of its material rights “barter” provisions under any CPI Material such Programming Contract, in each case where such breachi.e., defaultprovisions that provide for the exchange of advertising time for promotional items, violation or waiver would have a Material Adverse Effect on CPIadvertising, supplies, equipment and/or services. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 4.07(a) of the Disclosure Schedule identifies each CPI Contract that constitutes Schedules sets forth a "CPI Material Contract." For purposes true, correct and complete list of this Agreement, each of the following shall be deemed Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to constitute which Seller is a CPI party or by which it is bound in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including without limitation, brokerage contracts) listed or otherwise disclosed in Section 4.10(a) of the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, being “Material Contract:Contracts”): (i) all Contracts involving aggregate consideration in excess of $5,000 and which, in each case, cannot be cancelled without penalty or without more than thirty (30) days’ notice; (ii) all Contracts for any capital expenditures or the acquisition or construction of fixed assets requiring aggregate future payments in excess of $5,000; (iii) Contracts relating to Indebtedness of Seller, or any guaranty by Seller of the Indebtedness or Liability of any other Person; (iv) all employment, consulting, termination, severance, retention, non-competition or change of control Contracts or any other Contract respecting the terms and conditions of employment or payment of compensation with any employee, officer, independent contractor or consultant or agreements relating to loans to officers, managers, members, employees or Affiliates in excess of $5,000 in any instance; (v) Any Contracts relating to any Seller Benefit Plan; (vi) Any collective bargaining agreement or other Contract with any labor union, labor organization or other representative of employees; (vii) all Contracts that require Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contain “take or pay” provisions; (viii) all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (ix) all Contracts 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); (x) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (xi) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than thirty (30) days’ notice; (xii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including, without limitation, guarantees); (xiii) any Contract relating or agreement containing provisions (other than termination for convenience) that permit the counterparty to such Contract or agreement to terminate such Contract or agreement (or providing for the automatic termination thereof) as a result of the transactions contemplated by this Agreement; (xiv) any Contract providing for payments, rebates, discounts or other allowances, credits or deductions to or by any Person based on sales, purchases or profits, other than direct payments for goods, and a description of any Liability with respect to any such payments, rebates, discounts or other allowances, credits or deductions that Seller will or may have to any Person based on sales, purchases or profits that occurred prior to the employment ofClosing; (xv) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by Seller, other than in the performance ordinary course of services bybusiness; (xvi) any Contract for any settlement agreement in respect of an audit, any officerexamination, director action, suit, claim, charge, complaint, review, investigation or employee and administrative or arbitration proceeding; (xvii) any Contract pursuant to which CPI is payments are processed for Seller or may become obligated to make the Business, or on behalf of the customers or clients of Seller or the Business, including credit card, automated clearing house, or check processing; (xviii) all Contracts with any severance, termination, bonus or relocation payment or any other payment Governmental Authority (other than payments in respect of salary and the grant of standard benefits“Government Contracts”); (iixix) all Contracts that limit or purport to limit the ability of Seller to compete in any Contract that provides for indemnification line of business or with any officer, director, employee Person or agentin any geographic area or during any period of time; (iiixx) any Contract all joint venture, partnership or similar Contracts; (Axxi) relating to all Contracts for the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing of the Purchased Assets or for the grant to any Person with of any preemptive rightoption, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or preferential or similar right to repurchase or redeem, purchase any securitiesof the Purchased Assets; (ivxxii) all powers of attorney with respect to the Business or any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000Purchased Asset; and (viiixxiii) any Contract (all other Contracts that are material to the Purchased Assets or the operation of the Business and not otherwise identified in previously disclosed pursuant to this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933Section 4.07. (b) Each CPI Material Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. None of Seller or, and to Seller’s Knowledge, any other party thereto is enforceable in accordance with its termsbreach of or default under (or is alleged to be in breach of or default under), subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case or has provided or received any notice of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that Material Contract. No event or circumstance has subsequently been revoked; occurred that, with notice or (B) has been received from a complaining party that has not contacted CPI lapse of time or otherwiseboth, to the knowledge would constitute an event of CPI, 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) CPI has not waived any of its material rights default under any CPI Material ContractContract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, in each case where such breach, default, violation amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI threatened under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsContract included in the Purchased Assets. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Except for the Real Property Leases, any contracts related to any Owned Real Property, the Easements or any Plans, Schedule identifies each CPI Contract that constitutes 3.15(a) contains a "CPI Material Contract." For purposes list of this Agreement, each of the following shall be deemed contracts to constitute which an Acquired Company is a CPI party as of the Execution Date (as amended, the “Material Contract: Contracts”): (i) any Contract relating gathering contract, transportation contract, connection contract, processing contract, storage contract or marketing contract or other commitment to the employment ofgather, handle, transport, store, process, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); deliver hydrocarbons; (ii) any Contract contract for the supply of goods or services by or to such Acquired Company that will not be terminated prior to the Closing, or that cannot be terminated on 90 or fewer days’ notice, and that provides for indemnification future payments by or to such Acquired Company of any officer, director, employee more than $1,000,000 per annum (other than purchase orders or agent; service orders entered into in the ordinary course of business or bids or quotes that have been submitted in the ordinary course of business); (iii) any Contract (A) relating to contract for the acquisition, issuance, voting, registration, sale or transfer purchase of any securitiesmaterial asset that provides for the future payment by an Acquired Company of more than $1,000,000 per annum or $3,000,000 in the aggregate, (B) providing and any Person with contract for the sale of any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; material asset; (iv) any Contract requiring contract that CPI give any notice, obtain any consent or provide any information grants to any Person prior a right to accepting purchase (including rights of first refusal, options or similar rights) any Acquisition Proposal; material assets of such Acquired Company; (v) any Contract contract that contains any covenant of such Acquired Company that materially limits or purports to limit the ability of such Acquired Company to compete in any line of business or with any Person in any geographic area; (not otherwise identified vi) any construction contract or other commitment to make any capital expenditure or to purchase a capital asset in this Sectionexcess of $1,000,000; (vii) that any agreement with any Seller or any Affiliate of a Seller; (viii) any contract under which such Acquired Company has directly or indirectly guaranteed any liabilities or obligations of a third party; (ix) any contract pursuant to which any Acquired Company is a party pursuant to which any material Intellectual Property rights or material IT Assets are granted by or to the Acquired Company (other than (A) has a term of more than sixty (60) days or that may not be terminated non-exclusive licenses implied by CPI (without penalty) within sixty (60) days after the delivery sale of a termination notice by CPI product and (B) that contemplates licenses of commercially-available, unmodified, off-the-shelf software or involves IT Assets licensed pursuant to standard terms and conditions for less than $1,000,000 annually); (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vix) any Contract (A) to which any Governmental Body is a party partnership, joint venture, limited liability company agreement or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000substantially similar contract; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.29

Material Contracts. (aSchedule 2.2(n) The CPI Disclosure Schedule identifies each CPI Contract that constitutes hereto sets forth a "CPI Material Contract." For purposes complete and accurate list and compilation of this Agreement, each of the following shall be deemed to constitute a CPI Material Contractall material: (i) any Contract relating Contracts with respect to the employment ofprovision of health care services, or the performance of services by, any officer, director or employee including all contracts between third party payors and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Company or any other payment (other than payments in respect of salary and the grant of standard benefits)Shareholder; (ii) Licenses, leases, contracts and other arrangements with respect to any Contract that provides for indemnification material property of any officer, director, employee or agentCompany; (iii) any Contract Contracts (Awritten or unwritten) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to which any securitiesCompany has any liability or obligation, contingent or otherwise, involving more than $10,000 or which may otherwise have any continuing effect after the Closing, or (C) providing CPI with which place any right material limitation on the method of first refusal with respect to, conducting or right to repurchase or redeem, any securitiesthe scope of the Business; (iv) Contracts of any Contract requiring that CPI give any noticeCompany with directors, obtain any consent officers, employees, agents and/or consultants of the Company or provide any information to any Person prior to accepting any Acquisition Proposalthe spouses or relatives of such persons; (v) any Contract (not otherwise identified in this Section) that (A) has a term Compensation arrangements for all employees and consultants including rates of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after pay and other benefits and the delivery amounts of compensation and other benefits accrued as of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractrecent date; (vi) any Contract (A) Agreements, contracts or instruments relating to which any Governmental Body is a party or under which any Governmental Body has any rights or obligationsthe borrowing of money, or involving or directly or indirectly benefiting the guaranty of any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) obligation for the payment or delivery borrowing of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractmoney; (vii) Contracts between officers, directors or employees of any open purchase order placed by CPI requiring future aggregate payments Company and any other person or entity which purport to restrict any Company's business activities or use of information in excess the Business, including without limitation any covenant not to compete; (viii) All agreements relating to any securities of $300,000any Company or rights in connection therewith; and (viiiix) Any contracts, leases or other agreements referred to in any other Schedule hereunder, and any other material contracts, instruments, commitments, plans or arrangements of any Company. All the foregoing are herein called "Material Contracts." Schedule 2.2(n) includes with respect to each Material Contract (not otherwise identified the names of the parties, the date thereof, its title or other general description. Copies of all written Material Contracts have been delivered to FNEDC or its counsel or accountants. Each Material Contract sets forth the entire arrangement and understanding between the respective Company and the respective third parties with respect to the subject matter thereof and, except as indicated in this Section) such Schedule, there have been no amendments or side or supplemental arrangements to or in respect of any Material Contract. Each Company has furnished to FNEDC true and correct copies of all Material Contracts as currently in effect, and will furnish any further information that would be required as an exhibit FNEDC may reasonably request in a registration statement under the Securities Act of 1933. (b) connection therewith. Each CPI Material Contract is valid and in full force and effect, and each Company has performed all material obligations required to be performed by it thereunder. Prior to the filing contemplated by Section 4.1(c) hereof, no Company was at any time or is enforceable in accordance with material default under or in material breach or material violation of (a) its termsCertificate of Incorporation or Bylaws, subject or (b) to (i) laws of general application relating to bankruptcyeach Shareholder's best knowledge, insolvency and the relief of debtorsany Material Contract, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. or (c) any other agreement, indenture, deed of trust, mortgage, instrument, lease, order, judgment, writ, injunction, decree, license, permit, statute, rule or regulation of any court or governmental or regulatory body applicable to it in a manner which would materially and adversely affect its condition, the transactions contemplated by this Agreement or the Business, and the execution and delivery of the Operative Documents and the consummation of the transactions contemplated thereby will not result in the - 19 - 27 violation of any law, decree or order known to such Company or in any default, breach or violation of such Company's Certificate of Incorporation or Bylaws, or any Material Contract to which such Company is a party or by which it is bound. Except as set forth in on Schedule 2.2(n) and the CPI Disclosure Schedule: (ifilings contemplated by Section 4.1(c) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, andhereof, to the best of the knowledge of CPIShareholders' knowledge, there is no other Person event which has materially violated occurred or breachedexisting condition which constitutes, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 time or both, would constitute a material violation default under any Material Contract or breach would cause the acceleration of any of the provisions obligation of any CPI Material Contractparty thereto, (B) or give rise to any Person right of termination or cancellation or cause the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance creation of any CPI Material Contract, lien or (D) give encumbrance on any Person the right to cancel, terminate or materially modify asset of any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) Company. To the best of the knowledge of CPIShareholders' knowledge, no Person third party is renegotiating, or has the right to renegotiate, in default under any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list . None of the Shareholders has any knowledge that the parties to any Material Contract will not fulfill their obligations thereunder in all claims made under material respects. There is no term of any CPI Material Contract that are disputed in materially adversely affects the Business or the business, operations, affairs, prospects or conditions of any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedCompany.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes 3.13(a) sets forth a "CPI Material Contract." For purposes of this Agreement, each correct and complete list of the following shall be deemed Contracts (the “Material Contracts”) to constitute which any Company Group Member is a CPI Material Contract:party to (other than the Company Benefit Plans set forth on Schedule 3.17(a)): (i) all Contracts (excluding work orders and purchase orders) that involved payments from any Contract relating Company Group Member to the employment of, suppliers or the performance service providers in excess of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)$500,000 during fiscal year 2021; (ii) all Contracts (excluding work orders, sales acknowledgments and purchase orders) (A) with customers and/or distributors that involved payments to any Contract that provides for indemnification Company Group Member in excess of $500,000 during fiscal year 2021 and (B) with distributors to which any officer, director, employee Company Group Member has granted exclusivity in any jurisdiction or agentterritory and which will not expire or cannot be terminated prior to the first anniversary of the date hereof and which involved payments to any Company Group Member in excess of $250,000 during fiscal year 2021; (iii) any Contract (A) relating to for the acquisition, issuance, voting, registration, sale or transfer employment of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance United States-based employee or any similar right with respect to the equity compensation of any securities, or (C) providing CPI with United States-based employee employed by any right of first refusal with respect to, or right to repurchase or redeem, any securitiesCompany Group Member that is not terminable at-will; (iv) any Contract requiring that CPI give any noticeall bonds, obtain any consent debentures, notes, loans, credit or provide any information loan Contracts or loan commitments, mortgages, indentures or other Contracts relating to any Person prior to accepting any Acquisition Proposalthe borrowing of money (excluding letters of credit); (v) any Contract (not otherwise identified in this Section) that under which (A) any Person has a term directly or indirectly guaranteed any Liabilities of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value any Company Group Member in excess of $300,000 1 million in the aggregate payments under such Contract, or (IIB) any Company Group Member has directly or indirectly guaranteed the performance Liabilities of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractany other Person; (vi) all Contracts granting any Contract (A) Person a Lien on all or part of any material asset of any Company Group Member, other than Liens that will be released at or prior to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractClosing; (vii) all Contracts that provide for payment, or an increased payment or benefit, or accelerated vesting, upon the execution of this Agreement or the Closing or in connection with the transactions contemplated by this Agreement; (viii) all joint venture or partnership Contracts, cooperative Contracts and all other Contracts providing for the sharing of any open purchase order placed profits (excluding any sales commission, rebate or similar type of arrangements); (ix) all Contracts that (x) restrict the relevant Company Group Member from engaging in or competing with any business activity in any geographic area and/or (y) contain exclusivity, non-compete or similar restrictions or obligations binding on the relevant Company Group Member (in each case, excluding geographical and/or channel exclusivity provisions in contracts with distributors that involved payments to the Company or any of its Subsidiaries of less than $500,000 during fiscal year 2021); (x) all Contracts material to the Company Group’s business by CPI requiring future which any Company Group Member licenses or grants rights in, to or under Intellectual Property from or to any Person, excluding any Contracts licensing generally available mass market software under a click-wrap or shrink-wrap license involving annual or one-time fees that do not exceed $250,000; (xi) all Contracts pursuant to which any Person provides the Company Group with IT Assets, such as data center and hosting services, or support or maintenance services for Software material to the Company Group’s business, in each case, for aggregate payments annual or one-time fees in excess of $300,000250,000. (xii) all Contracts granting any option or first refusal, first offer or similar preferential right with respect to any equity interests, properties or assets of any Company Group Member; (xiii) all (A) Shared Contracts, (B) Contracts with respect to Intercompany Agreements and (C) Contracts with respect to Affiliate Transactions, but in each case excluding Contracts relating to the Sunquest Business; (xiv) all Contracts related to any acquisitions that have any ongoing obligations to make any deferred purchase price, “earn out” or other contingent or fixed payment obligations or continuing indemnification obligations or covenants; and (viiixv) all Contracts entered into in connection with the settlement or other resolution of any Contract actual or threatened Action under which any Company Group Member has any continuing Liabilities in excess of $2,000,000 or under which any Company Group Member is subject to any operational restrictions (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933other than any confidentiality, release or non-disparagement provisions). (b) Each CPI All Material Contract is valid Contracts and Material Leases are in full force and effecteffect and have been validly authorized, executed and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and delivered by the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, Company Group Member and, to the best Knowledge of Sellers, the counterparties thereto, and are currently enforceable by or against the applicable Company Group Member in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. No Company Group Member has given or received any written claim or notice of a material breach, default or modification under, or the cancellation or termination or material modification of, or intent to cancel, to terminate, or materially modify any Material Contract or Material Lease, except as would not reasonably be expected to result in material Liability to the Company Group, taken as a whole, or otherwise materially interfere with the present and currently contemplated conduct of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best businesses of the knowledge Company Group in the Ordinary Course. To the Knowledge of CPISellers, no there does not exist under any Material Contract or Material Lease any event has occurredof default, and no circumstance event or condition existsthat, that (with or without after notice or lapse of timetime or both, would constitute a material violation, breach or event of default thereunder on the part of any Company Group Member, except as set forth on Schedule 3.13(b) could and except for such events of default, events, conditions, violations or breaches that would not reasonably be expected to (A) result in material Liability to the Company Group, taken as a material violation whole, or breach of any otherwise materially interfere with the present and currently contemplated conduct of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to such party's complaint for a period of more than six months following receipt businesses of the communication; and (iv) CPI has not waived any of its material rights under any CPI Material Contract, Company Group in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIthe Ordinary Course. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 3.15(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, lists each of the following shall types of Contracts, including all amendments, supplements and modifications, to which the Company or any Company Subsidiary is a party as of the Agreement Date (such Contracts required to be deemed to constitute a CPI set forth in such list, the “Material Contract:Contracts”): (i) any Contract relating “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the employment ofCompany or any Company Subsidiary that has been, or was required to be, filed with the performance of services bySEC with the Company’s Annual Report on Form 10-K for the year ended January 31, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment 2017 or any other payment (other than payments in respect SEC Reports filed after the date of salary and filing of such Form 10-K until the grant of standard benefits)Agreement Date; (ii) (A) any Contract that provides with a Principal Customer and (B) any Contract for indemnification the purchase of materials, supplies, goods, services, equipment or other assets which is expected to involve consideration or payments to the Company or any officerof the Company Subsidiaries in excess of $1,000,000 in the aggregate during the fiscal year ending January 31, director, employee or agent2018 (other than a Contract with a Principal Customer); (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, Contract with a Principal Supplier and (B) providing any Person with any preemptive rightContract for the furnishing of materials, right of participationsupplies, right of maintenance goods, services, equipment or other assets which is expected to involve consideration or payments by the Company or any similar right of the Company Subsidiaries in excess of $250,000 in the aggregate during the fiscal year ending January 31, 2018 (other than a Contract with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesa Principal Supplier); (iv) any Contract requiring that CPI give any noticeall Contracts concerning the establishment, obtain any consent management or provide any information to any Person prior to accepting any Acquisition Proposaloperation of a joint venture, partnership, limited liability company, business alliance or systems integration alliance; (v) any Contract with a Governmental Authority (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days including any settlement, conciliation or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such similar Contract), or for the purpose of fulfilling a Contract or order from any Governmental Authority as the ultimate customer (II) the performance of services on or after the date hereof having including any Contract with a value in excess of $300,000 in aggregate payments under such Contractprime government contractor); (vi) any Contract (A) all Company IP Agreements that are material to which any Governmental Body is the business of the Company and the Company Subsidiaries, taken as a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractwhole; (vii) any open purchase order placed by CPI requiring future aggregate payments Contract containing covenants binding upon the Company or any Company Subsidiary that (A) materially restricts the right of the Company or any Company Subsidiary (I) to engage in excess any business or compete in any business or with any person or operate in any geographic area or (II) to acquire any material product or other material asset or service from any other person, (B) grants to any third party any exclusive rights with respect to any Company Intellectual Property that is material to the Company or any of $300,000; andthe Company Subsidiaries, or (C) grants to the Company or a Company Subsidiary any material third party Intellectual Property that is incorporated in or distributed with any Company Product; (viii) any Contract that (A) grants exclusive rights to license, market, sell or deliver any Company Product or (B) contains any “most favored nation” or similar provisions in favor of the other party thereto; (ix) all Contracts concerning the use, occupancy, management or operation of, or evidencing any interests in, any Leased Real Property; (x) all Contracts pursuant to which any indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of the Company Subsidiaries of any indebtedness of any other person (except for any such indebtedness or guarantees of indebtedness (A) the principal amount of which does not otherwise identified exceed $1,000,000 in this Sectionthe aggregate or (B) intercompany indebtedness among the Company and any wholly owned Company Subsidiaries); (xi) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets, consolidation or otherwise) entered into since January 31, 2015; (xii) any employment or consulting Contract of (x) the Chief Executive Officer of the Company and any individual reporting to him directly and (y) the next ten (10) next most highest-compensated employees or consultants who are not the Chief Executive Officer of the Company or any individual reporting to him directly; and (xiii) each Contract pursuant to which the Company or any of the Company Subsidiaries are bound that would be required as includes an exhibit “earn out” or other contingent payment obligation, in a registration statement under each case, that could result in payments in excess of $250,000 individually or $1,000,000 in the Securities Act of 1933aggregate. (b) Each CPI True and complete copies of each Material Contract have been made available to Parent. Except for Material Contracts that have expired or terminated by their terms, as of the Agreement Date each Material Contract is (i) valid and binding on the Company or a Company Subsidiary party thereto, as the case may be and, to the Knowledge of the Company, each other party thereto, and (ii) in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to except as may be limited by bankruptcy, insolvency insolvency, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity. None of the relief Company or any Company Subsidiary has received any written claim of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case breach or default under or cancellation of any Material Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth and none of the Company or any Company Subsidiary is in the CPI Disclosure Schedule: (i) CPI has not materially violated breach or breachedviolation of, or committed any material default under, any CPI Material ContractContracts, andexcept in each case for those violations and defaults which would not result in a Company Material Adverse Effect. Except for Material Contracts that have expired or terminated by their terms, to the best Knowledge of the knowledge of CPICompany, (i) no other Person has materially violated party is in material breach or breachedviolation of, or committed any material default under, any CPI Material Contract; Contract and (ii) to neither the best Company nor any Company Subsidiary has received, as of the knowledge of CPIAgreement Date, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI has not received any written notice from any person that such person intends to terminate or other written communication regarding not renew any actual or possible violation or breach of, default under, or intention to terminate, any CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes 4.21 sets forth a "CPI Material Contract." For purposes true and complete list of this Agreement, each all Contracts and other instruments (with the exception of the following shall be deemed License Agreements listed on Schedule 4.19(b)) to constitute which each Thane Entity is a CPI Material Contractparty that are material to the business, operations, properties, prospects or financial condition of any of them (collectively, the "Thane Commitments"), including without limitation: (i) any material agreement, Contract or commitment relating to the employment ofof any Person by any Thane Entity, or the performance of services byany bonus, any officerdeferred compensation, director pension, profit sharing, Option, employee stock purchase, retirement or other employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)benefit plan; (ii) any Contract that provides for indemnification material agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any officer, director, employee or agentother distribution in respect of its capital stock; (iii) any agreement, Contract (A) or commitment relating to the acquisition, issuance, voting, registration, sale or transfer capital expenditures in excess of $100,000 in any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesfiscal year; (iv) any Contract requiring that CPI give agreement to acquire, directly or indirectly, any noticeequity interest in or assets of any other Person (other than purchases of supplies, obtain inventory, or equipment in the ordinary course of business) whether or not the transactions contemplated thereby have been consummated, and under which an Thane Entity continues to have any consent or provide any information to any Person prior to accepting any Acquisition Proposaloutstanding obligations; (v) any Contract loan (not otherwise identified other than accounts receivable from trade debtors arising in this Sectionthe ordinary course of business) that or advance to (A) has a term other than travel or entertainment advances to employees made in the ordinary course of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contractbusiness), or (II) Investment in, any Person or any agreement, Contract or commitment relating to the performance making of services on any such loan, advance or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractInvestment; (vi) any Contract (A) agreement relating to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value Indebtedness in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract100,000; (vii) any open purchase order placed by CPI requiring future aggregate guarantee or other contingent liability in respect of any Indebtedness or obligation of any other Person (other than the endorsement of negotiable instruments for collection in the ordinary course of business) in excess of $100,000; (viii) any material management service, consulting, financial advisory or any other similar type Contract including, without limitation, any Contract with any investment or commercial bank; (ix) any material agreement, Contract or commitment limiting the ability of any Thane Entity to engage in any line of business or to compete with any Person; (x) any agreement, Contract or commitment which involves payments in excess of $300,000100,000 in any calendar year and is not cancelable without penalty within thirty (30) days; (xi) any agreement, Contract or commitment for the disposal of a material amount of assets or properties of any Thane Entity (other than sales to customers in the ordinary course of business); (xii) any agreement, Contract or commitment which is material to any Thane Entity and contain a "change in control" or similar provision; (xiii) any agreement, Contract or commitment relating to any material joint venture, partnership, strategic alliance or similar arrangement; (xiv) any material agreement, Contract or commitment with any Affiliate; (xv) any source code agreements with third parties; and (viiixvi) any other material agreement, Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933or commitment. (b) Each CPI Material Contract Except as set forth on Schedule 4.21, each Thane Commitment is valid and in full force and effecteffect on the date hereof. No Thane Entity is in default in respect of any Thane Commitment, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurredoccurred which, and no circumstance or condition exists, that (with or without due notice or lapse of time) time or both, would constitute such a default, except for any such defaults that could not, individually or in the aggregate, reasonably be expected to (A) result in a material violation or breach of any of the provisions of any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) Effect. To the best Knowledge of Thane, no other party to any of the knowledge Thane Commitments is in default in respect thereof, and no event has occurred which, with due notice or lapse of CPItime or both, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionswould constitute such a default. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each of a “Material Contract” shall mean the following shall be deemed Contracts primarily relating to constitute a CPI Material Contractor used in the Business: (i) any Contract relating to “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the employment ofSEC, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (other than payments those agreements and arrangements described in respect of salary and the grant of standard benefitsItem 601(b)(10)(iii)); (ii) any employment or consulting Contract that provides providing for indemnification an annual base compensation in excess of any officer, director, employee or agent$50,000; (iii) any Contract (A) relating to or plan, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the acquisitionbenefits of which will be increased, issuanceor the vesting of benefits of which will be accelerated, voting, registration, sale by the consummation of the transactions contemplated hereby or transfer the value of any securities, (B) providing of the benefits of which will be calculated on the basis of any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesthe transactions contemplated by this Agreement; (iv) any Contract requiring that CPI give providing for indemnification (other than a Contract with a customer, which is entered into by the Seller or SYC in the ordinary course of its business and substantially similar to the indemnification provisions set forth in other Contracts with customers, forms of which have been provided to or made available to Buyer or any noticeguaranty (in each case, obtain any consent under which Seller or provide any information to any Person prior to accepting any Acquisition ProposalSYC has continuing obligations as of the date hereof); (v) any Contract (not otherwise identified in this Section) that containing any covenant (A) has limiting the right of Seller or SYC to engage in any line of business, to make use of any material technology or to compete with any Person in any line of business, (B) granting any exclusive rights, (C) prohibiting Seller or SYC (or, after the Closing Date, Buyer or any of its Subsidiaries) from engaging in business with any Person or levying a term fine, charge or other payment for doing so or (D) otherwise prohibiting or limiting the right of more Seller or SYC to distribute or offer any products or services or to purchase or otherwise obtain any software, components, parts or subassemblies in each case, other than sixty any such Contracts that (60x) may be cancelled without material liability to Seller or SYC (or, after the Closing Date, to Buyer or any of its Subsidiaries) upon notice of ninety (90) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, less or (IIy) are not, individually or in the performance of services on or after aggregate, material to the date hereof having a value in excess of $300,000 in aggregate payments under such ContractBusiness; (vi) any Contract (A) relating to which any Governmental Body is the disposition or acquisition by Seller or SYC after the date of this Agreement of a party material amount of assets or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates pursuant to which Seller or involves (I) the payment or delivery of cash SYC will acquire any material ownership interest in any other Person or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractbusiness enterprise other than Seller’s Subsidiaries; (vii) any open purchase order placed dealer, distributor, joint marketing or development Contracts (as measured by CPI requiring future aggregate payments in excess continuing costs to be incurred by, and fees to be paid by, Seller or SYC) to solely or jointly develop or market any product, technology or service, and which may not be canceled without material liability to Seller or SYC upon notice of $300,000; andthirty (30) days or less; (viii) any Material IP License; (ix) any Contract (not otherwise identified A) containing any financial penalty for the failure by Seller or SYC to comply with any support or maintenance obligation or (B) containing any obligation to provide support or maintenance for Seller Products for any period in this Sectionexcess of twelve (12) months, other than those obligations that are terminable by Seller or SYC on no more than thirty (30) days notice without material liability or financial obligation to Seller or SYC; (x) any Contracts containing any service obligation on the part of Seller or SYC, other than (A) warranties provided in the ordinary course of business consistent with past practice and (B) those obligations that are terminable by Seller or SYC on no more than thirty (30) days notice without material liability or financial obligation to Seller or SYC; (xi) any Contract authorizing another Person to provide support or maintenance to customers of the Business, including distributors or resellers that are obligated to provide such support or maintenance; (xii) any Contract to license any third party to manufacture or reproduce any Seller Products or any Contract to sell or distribute any Seller Products, except (A) agreements with distributors or sales representatives in the ordinary course of business consistent with past practice or (B) agreements allowing internal copies made or to be made by end-user customers in the ordinary course of business consistent with past practice; (xiii) any settlement Contract other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of Seller in the ordinary course of business or (B) settlement agreements for cash only (which has been paid); (xiv) any Contract which grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties; (xv) any Contract which limits the payment of dividends; (xvi) any Contract which relates to a joint venture, partnership, limited liability company agreement or other similar agreement or arrangement, or to the formation, creation or operation, management or control of any partnership or joint venture with any third parties; (xvii) any Contract which relates to an acquisition, divestiture, merger or similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (xviii) any Contract entered into since December 31, 2008 or prior to such date which remained unfilled and outstanding with a customer or purchase order from a Customer, in each case providing for payments from that customer of $100,000 or more; (xix) any Contract or subcontract still in effect that is subject to FAR; (xx) any other Contract that provides for payment obligations by Seller or SYC of $10,000 or more in any individual case that is not terminable by Seller or SYC (or, after the Closing Date, by Buyer or any of its Subsidiaries) upon notice of thirty (30) days or less without material liability to the Business and is not disclosed pursuant to clauses (i) through (xix) above; and (xxi) any Contract, or group of Contracts with a Person (or group of affiliated Persons), the termination or breach of which would have or would be required as an exhibit in reasonably expected to have a registration statement under the Securities Act material adverse effect on any material product or service offerings of 1933Seller or SYC or otherwise have a Business Material Adverse Effect and is not disclosed pursuant to clauses (i) through (xx) above. (b) Section 3.11(b) of the Seller Disclosure Schedule contains a complete and accurate list of all Material Contracts to or by which Seller or SYC is a party or is bound, and identifies each subsection of Section 3.11(a) that describes such Material Contract. True, correct and complete copies of all of the Contracts identified on the Seller Disclosure Schedule and all standard terms and conditions of purchase for customer purchase orders have been made available to Buyer and its counsel prior to the date hereof. There are no Contracts between Seller and/or SYC on the one hand, and any of Seller’s other Subsidiaries, on the other hand, related to the Business. (c) Each CPI Material Contract is valid and binding on Seller (and/or each such Subsidiary of Seller party thereto) and is in full force and effect, and neither Seller nor SYC, nor, to the Knowledge of Seller, any other party thereto, is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breachedbreach of, or committed any material default under, any CPI such Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, and no event has occurred, and no circumstance or condition exists, occurred that (with or without notice or lapse of time) could reasonably be expected to (A) result in time or both would constitute such a material violation breach or breach of any of the provisions of any CPI Material Contractdefault thereunder by Seller or SYC, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwiseor, to the knowledge Knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiateSeller, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsparty thereto. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. Schedule 3.1.7 sets forth a complete and accurate list of all the following Contracts (aother than any such Contracts identified in other Schedules) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each in effect to which either of the Companies is a party and under which such Company has any material obligations or liabilities continuing as of the date hereof (including, in the case of (B), and as far as it relates to the Flagship Business, any Contracts to which CGG or a CGG Flagship Affiliate is a party and under which such CGG Flagship Affiliate has any material obligations or liabilities continuing as of the date hereof) : (A) loan agreements, security agreements and other written arrangements relating to the borrowing of money or for lines of credit (other than intercompany loans and indebtedness); (B) agreements and other arrangements with customers providing for (x) the installation, configuration and maintenance during standard warranty periods of any computer software products licensed to third parties ("Licensing Agreements"), or (y) the servicing or maintenance of any computer software products licensed to a third party pursuant to a Licensing Agreement following the expiration of the standard warranty period (it being agreed that a Contract shall be deemed to constitute be a CPI Material Contract: (i) Licensing Agreement hereunder only if a Company has any Contract relating continuing obligations thereunder to the employment ofdeliver, install, configure or the performance of services by, maintain during standard warranty periods any officer, director or employee and any Contract pursuant computer software products licensed to which CPI 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 and the grant of standard benefitsthird parties); (iiC) any Contract that provides agreements and other arrangements for indemnification the sale of any officer, director, employee assets or agentproperties (other than inventory) and for a sale price in excess of US$ 100,000 in any one case or for the grant of any options or preferential rights to purchase any assets (other than inventory); (iiiD) any Contract (A) relating guarantees or similar written arrangements pursuant to which either of the acquisition, issuance, voting, registration, sale or transfer Companies guarantees the obligations of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesthird party; (ivE) contracts or commitments restricting either of the Companies from engaging in or competing in any Contract requiring that CPI give line of business or with any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposalother Person; (vF) any Contract partnership or joint venture agreements; (not otherwise identified G) lease agreements in this Sectionrespect of the Leased Real Properties; (H) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI research and (B) that contemplates or involves development agreements; (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractdistribution agreements; (viJ) any Contract (A) to which any agreements with Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractAuthorities; (viiK) agency agreements; and (L) any open purchase order placed by CPI requiring future aggregate other contract or agreement material to the businesses of the Companies (taken as a whole) made other than in the Ordinary Course of Business pursuant to which annual payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could US$ 100,000 may reasonably be expected to be made by or to the Companies; (A) result the foregoing Contracts being referred to collectively as the "Material Contracts" and individually as a "Material Contract"). Except as disclosed in a material violation or breach of any Schedule 3.1.7, none of the provisions Material Contracts by its terms entitles the counterparty to terminate, or to modify or accelerate any obligations or rights under, such Material Contract solely by reason of a change of control of either of the Companies, and neither CGG nor either of the Companies has received or given written notice that a Company or any CPI co-contractant is in material default under any Material Contract, (B) give any Person which default remains unremedied as at the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIdate hereof. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 4.10(a) of the Company Disclosure Schedule identifies sets forth (grouped by each CPI Contract that constitutes a "CPI Material Contract." For purposes clause of this Agreement, each of Section 4.10(a)) the following shall be deemed to constitute a CPI Material Contract: contracts (i) any Contract relating collectively, along with each Lease and each other contract which is material to the employment ofGroup Entities, taken as a whole, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); (ii) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any conduct of its material rights under any CPI Material Contract, in each case where such breach, default, violation business or waiver the absence of which would have a Material Adverse Effect on CPI.the Company, "Material Contracts") in effect as of the date of this Agreement to which any Group Entity is a party: (di) To any contract (excluding any customer, provider or employment contract) that the best Company reasonably anticipates will, in accordance with its terms, involve aggregate annual payments after the date hereof by any Group Entity of more than $100,000 and that is not cancelable without liability within 60 days; (ii) any contract, note or other instrument with any customer of the knowledge Company; (iii) each provider contract or other contract with an individual, facility, program or entity rendering professional health care services as a contractor to any Group Entity under which $100,000 has been paid in calendar year 1996 or is reasonably likely to be paid in calendar year 1997 and that is not cancelable without payment to a third party or liability within 90 days; (iv) any employment or consulting contracts (including without limitation any arrangements or obligations with respect to severance, change in control or termination pay) with any member of CPIthe Board of Directors, no Person is renegotiatingofficer or employee of any Group Entity; (v) all partnership, joint venture or similar contracts of any Group Entity; (vi) any note, loan, letter of credit, contract relating to indebtedness for borrowed money or capitalized leases, or has other contract in respect of which any Group Entity is obligated in any way to provide funds in respect of, or to guarantee or assume, any debt, obligation or dividend of any person or entity involving aggregate obligations of the Group Entities of more than $50,000; (vii) any indemnity arrangement arising in connection with any sale or disposition of assets (other than sales of assets in the ordinary course of business); (viii) any acquisition or disposition contracts of any Group Entity under which a party thereto remains obliged to pay monies or perform; (ix) all contracts with any Governmental Authority or with any labor union; (x) contracts for capital expenditures requiring payments by any Group Entity after the date hereof in excess of $100,000 for any single project; (xi) all patent, trademark, service xxxx, trade name, copyright and franchise licenses, royalty agreements or similar contracts; (xii) any material contracts relating to the licensure or ownership of the hardware or software utilized in any Group Entity's information systems; and (xiii) each contract to which any Group Entity is a party (i) limiting the right of any Group Entity prior to renegotiateor after the Closing Date, or Parent or any of its subsidiaries or Affiliates at or after the Closing Date, (A) to engage in, or to compete with any person in, any material amount paid business, including each contract or payable to CPI under any CPI Material Contractagreement containing exclusivity provisions restricting the geographical area in which, or the method by which, any other material term business may be conducted by any Group Entity prior to or provision after the Closing Date, or Parent or any of its subsidiaries or Affiliates after the Closing Date or (B) to solicit any CPI Material Contractcustomer, including termination provisions. client or patient or (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.ii)

Material Contracts. (a) The CPI Section 3.14(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes contains lists, by applicable subsection, of this Agreement, each of the following shall be deemed types of Contracts to constitute which the Company is a CPI party or by which its assets or properties are bound (collectively, the “Material Contract:Contracts”): (i) (A) any Contract relating to indenture, mortgage, pledge, security agreement, note or other instrument evidencing indebtedness of the employment ofCompany or otherwise placing an Encumbrance on any asset or property of the Company, or the performance of services by, (B) any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment guaranty or any other payment evidence of liability for any indebtedness or obligation of any other Person, (C) any letter of credit, bond or other than payments indemnity (including letters of credit, bonds or other indemnities as to which the Company is the beneficiary but excluding endorsements of instruments for collection in respect the ordinary course of salary and the grant operation of standard benefitssuch entity); (ii) any Contract that provides for indemnification of any officercurrency or interest rate swap, directorcollar, employee hedge, offset, counter trade or agentbarter agreement; (iii) any Contract agreement for the purchase, sale, license or lease by the Company (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securitiesmaterial assets, or (B) providing of any Person with interests in any preemptive rightother entity, right of participation, right of maintenance or including any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesjoint ventures; (iv) any Contract requiring that CPI give relates to the retention by the Company of any noticemanufacturer’s representatives, obtain any consent broker or provide any information other sales agent, distributor or representative, or advertising or marketing entity or through which the Company is appointed or authorized as a sales agent, distributor or representative, in each case, involving payments to any such Person prior to accepting any Acquisition Proposalin excess of $10,000 per annum; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such franchise Contract, marketing Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such royalty Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such collective bargaining Contract, employment Contract or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such consulting Contract; (vii) any open purchase order placed by CPI requiring future aggregate severance Contract or other Contract providing for severance payments or other additional rights or benefits (whether or not optional) in excess the event of $300,000; andeither (A) the termination of any director, officer, employee or consultant, or (B) the sale or change of control of the Company; (viii) any Contract to effect any merger, consolidation, liquidation, dissolution, recapitalization or other reorganization; (ix) any Contract with a Governmental Entity; (x) any Contract between the Company, on the one hand, and the Seller or any employee, officer, or director of the Company or any entity in which any of such Persons owns any beneficial interest (other than any publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by any of such persons), on the other hand, other than those agreements listed in subsections (vi) and (vii) above; (xi) the Company Leases; (xii) a joint venture agreement, shareholder or equityholder agreement, voting agreement (either with respect to any equity securities of the Company or the appointment of directors or managers of the Company), or agreement providing for the indemnification of any Person by the Company (other than indemnification provisions included in Contracts entered into in the ordinary course of business, such as leases); (xiii) any material license or royalty agreement concerning Intellectual Property (other than Off-the-Shelf Software), whether as licensor or licensee; (xiv) any Contract that (A) restrains the ability of the Company or any of its Affiliates to compete with or conduct any business, (B) imposes exclusive dealing obligations, (C) contains “most favored nations” or similar preferential pricing terms, or (D) contains a non-solicitation, non-hire clause that is not subject to standard carve outs permitting the use of general solicitations or search firms that are not targeted towards the employees of the counterparty; (xv) any power of attorney granted by the Company to any regulatory authority or other Person; (xvi) any Contract that relates to the purchase, maintenance or acquisition, or sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or any other product, property, asset, instrument or services (excluding any such Contract of employment or any Contract which involves revenues or expenditures of less than $10,000 per annum); (xvii) any Contract or group of related Contracts requiring the payment to the Company by any other Person of more than $10,000 in any twelve (12) month period; (xviii) any Contract or group of related Contracts requiring the payment by the Company to any Person of more than $10,000 in any twelve (12) month period; (xix) any Contract not otherwise identified disclosed in Section 3.14(a) of the Company Disclosure Schedule which is either material to the Company Business, taken as a whole, or was not entered into in the ordinary course of business; and (xx) any commitment to enter into any agreement of the type described in subsections (i) through (xix) of this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933Section 3.14(a). (b) Each CPI The Company has made available to Buyer a correct and complete copy of each Material Contract, including all amendments, waivers or modifications thereto. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, (i) each Material Contract is valid and in full force and effect, is binding and is enforceable in accordance with its terms, terms and is not subject to (i) laws of general application any claims, charges, set offs or defenses, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to bankruptcy, insolvency or affecting the enforcement of creditors’ rights in general and the relief subject to general principles of debtorsequity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (ii) rules the Company is not in material breach or default, nor, to the Company’s Knowledge, has any event occurred which, with the giving of law governing specific performancenotice or passage of time or both, injunctive relief and other equitable remedies and would constitute a breach or default, under any Material Contract, (iii) in the case Company does not have any present expectation or intention of not fully performing any obligation pursuant to any Material Contract with to which it is a Governmental Bodyparty, laws applicable thereto. and (civ) Except as set forth in the CPI Disclosure Schedule: (i) CPI Company has not materially violated or breached, or committed received any material default under, notice from any CPI Material Contract, and, to the best counterparties in connection with any of the knowledge Material Contracts of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 any material violation breach or breach of default under any of the provisions of any CPI Material Contract, (B) give any Person notice that any such party intends to terminate, not renew, cancel or substantially decrease its business with the right to declare a default Company, or exercise any remedy under any CPI Material Contract, (C) give any Person claim for damages or indemnification with respect to the right to accelerate the maturity products or performance of services pursuant to any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) . To the best of the knowledge of CPICompany’s Knowledge, no Person is renegotiating, or has the right other party to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed is in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threateneddefault under such Contract.

Material Contracts. (a) The CPI Section 2.19 of the Disclosure Schedule identifies provides a true and complete list of each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each in one or more of the following shall be deemed categories, to constitute a CPI which Perseid is party and which relate primarily to (x) the operation of the Perseid Business, or (y) any of the Perseid Assets (collectively, the “Material Contract:Contracts”): (i) any Contract relating All Real Property Leases, Sublease Agreements, Personal Property Leases, Insurance Policies, Contracts required to be listed on Section 2.13(k) of the employment of, or the performance of services by, any officer, director or employee Disclosure Schedule and any Contract pursuant to which CPI 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 and the grant of standard benefits)Governmental Approvals; (ii) Any Contract for capital expenditures or for the purchase of goods or services such as would require Perseid to make payment(s) in excess of $100,000 with respect to any Contract that provides for indemnification of twelve (12) month period following the Closing (excluding any officer, director, employee Perseid Benefit Plan or agentother employment-related Contracts); (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities[Reserved]; (iv) Any Contract involving financing or borrowing of money, or evidencing indebtedness for borrowed money, any obligation for the deferred purchase price of property or guaranteeing in any way any Contract requiring that CPI give in connection with any noticePerson, obtain any consent or provide any information in each case such as would require Perseid to make payment(s) in excess of $100,000 with respect to any Person prior to accepting any Acquisition Proposaltwelve (12) month period following the Closing (excluding normal trade payables); (v) Any joint venture, partnership, cooperative arrangement or any other Contract involving a sharing of profits (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after except for the delivery of a termination notice by CPI Transaction Agreements and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractAstellas Agreement); (vi) any Any material Contract (A) to which with any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractAuthority; (vii) Any Contract with respect to the discharge, storage or removal of effluent, waste or pollutants; (viii) Any Contract relating to any open purchase order placed license or royalty arrangement that provides for noncontingent annual payments by CPI requiring future aggregate payments Perseid in excess of $300,000100,000, except any such noncontingent payment(s) such as would not exceed $100,000 with respect to any twelve (12) month period following the Closing; (ix) Any power of attorney, proxy or similar instrument; (x) Any Contract with any Affiliate of Perseid (other than any Perseid Benefit Plan or other employment-related Contracts); (xi) Any Contract for the manufacture, service or maintenance of any product of the Perseid Business including CROs, research agreements and finding agreements; (xii) Any Contract for the purchase or sale of any amount of assets other than in the ordinary course of business or for the option or preferential rights to purchase or sell any material amount of assets other than in the ordinary course of business; (xiii) Any Contract to indemnify any Person or to share in or contribute to the liability of any Person other than standard non-material form indemnity agreements that have been entered into in the ordinary course of business; (xiv) Any Contract containing covenants not to compete which materially restrict Perseid from competing in any line of business or with any Person in any geographical area; (xv) Any Contract related to the acquisition of a business or the equity of any other Entity to the extent that it relates to the Perseid Business; (xvi) Any other Contract (other than any Perseid Benefit Plan or other employment-related Contracts) (A) such as would require Perseid to make payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing; and (B) is not terminable without payment or penalty on thirty (30) days (or less) notice; (xvii) Any other Contract (other than any Perseid Benefit Plan or other employment-related Contract) that involves future payments, performance of services or delivery of goods or materials to or by Perseid such as would require Perseid to make payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing; (xviii) Any Contract related to tools, machinery, equipment and personal property with ongoing performance obligations that is not already identified under clauses (ii), (xvi) or (xvii) and exceeds the dollar thresholds set forth therein; (xix) Any Contact within or needed in the ordinary course of the Perseid Business not already identified in clauses (i) through (xviii) which would require Perseid to make non-contingent payment(s) in excess of $100,000 with respect to any twelve (12) month period following the Closing (other than any Perseid Benefit Plan or any other employment-related Contract); and (viiixx) any Contract (not otherwise identified in this Section) that Any proposed arrangement of a type that, if entered into, would be required as an exhibit a Contract described in a registration statement under the Securities Act any of 1933(i) through (xviii) above. (b) Maxygen has made available to Bio accurate, correct and complete copies of all Material Contracts (or written summaries of the material terms thereof, if not in writing), including all material amendments, supplements, modifications and waivers thereof. All Material Contracts are in writing. (c) Each CPI Material Perseid Contract is currently valid and in full force and effect, and is enforceable by Perseid in accordance with its terms, subject to except (i) laws of general application relating to as enforcement may be limited by bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting the relief rights of debtorscreditors generally and general equitable principles (whether considered in a proceeding in equity or at law), and (ii) rules as the remedy of law governing specific performance, performance and injunctive relief and other forms of equitable remedies relief may be subject to equitable defenses and (iii) in to the case discretion of a court of competent jurisdiction before which any Contract with a Governmental Body, laws applicable theretoproceeding may be brought. (cd) Except as set forth Perseid is not in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurreddefault, and no circumstance or condition existsparty has provided written notice to Perseid that it is in material default, under any Perseid Contract. No event has occurred that might (with or without notice or lapse of time) could reasonably be expected to (Ai) result in a any material violation or breach breach, by Perseid, of any of the provisions of any CPI Material Perseid Contract, ; (Bii) give any Person other than Perseid the right to declare a default or exercise any remedy under any CPI Material Perseid Contract, ; (Ciii) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, Perseid Contract or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Perseid Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would otherwise have a Material Adverse Effect on CPI. (d) To Perseid in connection with any Perseid Contract. Perseid has not waived any material rights which relate to the best Perseid Business or Perseid Assets of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisionsagreements described in Section 2.19(a)(i) through 2.19(a)(xx) hereof. (e) The CPI Disclosure Schedule sets forth a list To the Knowledge of all claims made Maxygen, each Person against which Perseid has or may acquire any rights under any CPI Material Perseid Contract that are disputed is (i) not in material breach of, and has not threatened in writing to be in breach of, the Perseid Contract to which such Person is a party; (ii) solvent; and (iii) able to satisfy such Person’s material obligations and Liabilities to Perseid. (f) The performance of the Perseid Contracts will not result in any material respect or, violation of or failure by Perseid to CPI's knowledge, where a dispute as to comply with any material matter has been threatenedLegal Requirement.

Material Contracts. (aSection 3(j) The CPI of the Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, lists each of the following shall be deemed to constitute Contracts of the Company (such contracts being a CPI “Material Contract:” and, collectively, as the “Material Contracts”): (i) any Contract relating to the employment of, or the performance of services by, with any officer, director or employee and any Contract pursuant Material Supplier as to which CPI there is or may become obligated to make any severance, termination, bonus or relocation a remaining non-contingent payment or any other payment (other than payments in respect of salary and the grant of standard benefits)delivery obligation that exceeds $250,000; (ii) any representative, broker or sales agency Contract that provides involving in any one case payments of more than $75,000 per year in 2020 or projected for indemnification of any officer, director, employee or agent2021; (iiia) any Contract Lease or (Ab) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right lease with respect to any securitiespersonal property with annual rental payments in excess of $75,000, under which the Company is either lessor or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitieslessee; (iv) any Contract requiring that CPI give relating to Indebtedness, the borrowing or lending of money, or the guaranty of another Person’s borrowing of money or other obligation, including any noticenote, obtain debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or commitment for the borrowing or lending of money (including loans to or from officers, managers, directors, shareholders or members, or any consent member of their immediate families), agreement or provide arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any information to any Person prior to accepting any Acquisition Proposalother Person; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash relating to any joint venture, partnership or other consideration on arrangement (however named) involving a sharing of the profits, losses, costs or after Liabilities of the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractCompany with any other Person; (vi) any Contract (A) containing covenants or conditions that, in any material respect, purport to which any Governmental Body is a party or under which any Governmental Body has any rights or obligationsrestrict the business activity of the Company, or involving limit the freedom of the Company to engage in any line of business or directly or indirectly benefiting to compete with any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contractthird party, or (II) the performance of services on soliciting any customers or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractany individuals for employment; (vii) any open purchase order placed Contract relating to the acquisition or disposition of any business, material assets or any securities (whether by CPI merger, sale of stock, sale of assets or otherwise) or similar transaction, which contain representations, covenants, indemnities or current or future rights or obligations, including any indemnification, “earnout” or other deferred or contingent consideration; (viii) any labor agreement, collective bargaining agreement or similar labor-related agreement with any labor organization, works council, trade union or other similar employee representative or employee representative body representing, or to the Company’s Knowledge, purporting to, or seeking to, represent any Company employee; (ix) any Contract that prohibits the payment of dividends or distributions in respect of capital stock of the Company, prohibits the pledging of capital stock of the Company or prohibits the issuance of guarantees by the Company; (x) any Contract that contains obligations of the Company secured by, or otherwise provides for, an Encumbrance (other than Permitted Encumbrances) on any asset (tangible or intangible) of the Company; (xi) any Contract that is a settlement or similar agreement with any Person or Governmental Authority entered into since January 1, 2019, in each case, requiring future aggregate payments in excess of $300,00050,000 or otherwise limiting the operation of the Company (or any of its Affiliates) in any material respect after the Closing; (xii) any employment, consulting or engagement agreement involving aggregate annual salary and potential bonus payments by the Company in excess of $100,000 per annum; (xiii) any Contract with an Affiliate, including, without limitation, any severance, retention or change of control agreements or arrangements in connection with the transactions contemplated by this Agreement; (xiv) any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar Contract or understanding relating to any equity interests of the Company, or any other agreement relating to the disposition, voting, dividends or other payments or repurchase obligations with respect to any equity interests of the Company; (xv) any requirements Contract or Contracts obligating the Company to any minimum purchase or “take-or-pay” obligation; (xvi) any Contract containing a “most-favored-nation” clause or similar term that provides preferential pricing or treatment or establishing any exclusive sale or distribution or exclusive purchase obligation; (xvii) any Contract granting any rights of first refusal, rights of first offer, rights of first negotiation or other similar rights to any Person with respect to the sale (by merger or otherwise) of the securities or assets of the Company; (xviii) any Contract that (A) relates to (1) the licensing of, or grant of other rights under, Intellectual Property to or from the Company, or (2) the development of any Intellectual Property, or (B) affects the Company’s ability to enforce any Intellectual Property in connection with the resolution of any claim or dispute related to Intellectual Property, excluding in the case of either (A) or (B) (x) non-exclusive end-user licenses for unmodified, commercially available, off-the-shelf software, with an aggregate fee of less than $100,000, and (y) non-exclusive licenses granted by the Company in the ordinary course of business consistent with past practice with an aggregate fee of less than $100,000; (xix) any agreement of indemnification by the Company, other than any agreement providing for indemnification entered into in connection with the sale or license of products or services in the ordinary course of business consistent with past practice; (xx) all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, retirement, environmental or other Liability of any Person, other than purchase orders and sales orders entered into with customers, suppliers and vendors in the ordinary course of business; (xxi) any Contract to acquire any owned real property; (xxii) any Contract containing any future capital expenditure obligations of the Company in excess of $100,000; (xxiii) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable without material penalty or without more than ninety (90) days’ notice; and (viiixxiv) any Contract to enter into any one of the foregoing. The Company has delivered or made available to Buyer prior to the date hereof complete copies (including all amendments, modifications, supplements, annexes and schedules thereto and written waivers thereunder) of each Material Contract. The Company is not otherwise identified in this Section) that would be required as an exhibit default in any material respect under any Material Contract. To the Company’s Knowledge, no third party is in material breach or material default under any Material Contract. The Company has not received written notice of a registration statement under third party’s intent to terminate, modify or seek renegotiation of, such Material Contract, and there are no material disputes pending, or, to the Securities Act Knowledge of 1933. (b) the Company, Threatened with regard to any Material Contract. Each CPI Material Contract is valid and in full force and effect, effect and is a valid and binding agreement enforceable against the Company and, to the Company’s Knowledge, the other party or parties thereto, in accordance with its terms, subject to (i) laws of general application relating to except that such enforceability may be limited by bankruptcy, insolvency insolvency, reorganization, receivership, moratorium, and other similar laws affecting the relief rights and remedies of debtors, creditors generally and by general principles of equity (ii) rules including without limitation the availability of law governing specific performance, performance or injunctive relief and other equitable remedies the application of concepts of materiality, reasonableness, good faith and fair dealing) (iii) in the case “Bankruptcy and Equity Exception”). To the Knowledge of any Contract with a Governmental Bodythe Company, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI there has not materially violated been any event, condition or breached, circumstance that has occurred or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (exists which with or without notice or lapse notice, the passage of time) could reasonably be expected to time and/or the happening of an event would (Ai) result in a material violation default, material breach or breach event of material noncompliance by, (ii) result in a right of termination for, or (iii) cause or permit the acceleration of or other material changes to any right or obligation or the loss of any of material benefit for, in each case, the provisions of Company or any CPI other party to such Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI such Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this AgreementExcept for agreements filed as exhibits to the Company Filed SEC Reports, each Section 3.14(a) of the following shall be deemed to constitute a CPI Material Contract: (i) any Contract relating to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); (ii) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Company Disclosure Schedule sets forth a list of all claims Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means the following written or oral contracts or agreements (and all amendments, modifications and supplements thereto and all side letters to which the Company or any Subsidiary or Material JV is a party affecting the obligations of any party thereunder) to which the Company or any Subsidiary or Material JV is a party or by which any of their respective properties or assets are bound: (i) (A) employment agreements, severance, retention, golden parachute, change in control or termination agreements with officers, labor or collective bargaining agreements, (B) any non-competition contract with any officer with an annual base salary in excess of $200,000 and (C) indemnification contracts with officers, trustees and directors of the Company or any Subsidiary or Material JV; (ii) material partnership or material joint venture agreements with a party other than the Company or any wholly-owned Company Subsidiary (a “Third Party”); (iii) contracts on Section 3.9(a)(ii) and 3.9(d) of the Company Disclosure Schedule; (iv) material loan or credit agreements, letters of credit, bonds, mortgages, indentures, guarantees, or other material agreements or instruments evidencing indebtedness for borrowed money by the Company or any Subsidiary or Material JV or any such agreement pursuant to which indebtedness for borrowed money may be incurred, or evidencing security for any of the foregoing in each case relating to indebtedness or potential maximum indebtedness in excess of $20.0 million (excluding letters of credit, performance bonds or guaranties entered into in the ordinary course of business); (v) agreements that purport to limit, curtail or restrict the ability of the Company or any Subsidiary or Material JV to compete in any geographic area or line of business, other than exclusive lease provisions, non-compete provisions and other similar leasing restrictions entered into by the Company or any Subsidiary or Material JV contained in the Company Leases and in other recorded documents by which real property was conveyed by the Company to any user; (vi) contracts or agreements executed by the Company or any Subsidiary since September 30, 2005 and prior to the date of this Agreement that would be required to be filed as an exhibit to a Form 10-K or Form 10-Q; (vii) material agreements, notes and other material instruments related to (a) the issuance or securitization of tax incremental allocation notes in connection with the Company’s intermodal project in Will County, Illinois, and (b) the issuance of payment certificates in connection with the Company’s redevelopment project in the Village of XxXxxx, Illinois, and (viii) any other contract (including, without limitation, any brokerage agreements) entered into by the Company or any Subsidiary or Material JV, which may result in total payments by or liability of the Company or any Subsidiary or Material JV in excess of $20.0 million; provided that any contract under clause (viii) above that, by its terms, is terminable within six months (without termination fee or penalty) of the date of this Agreement shall not be deemed to be a Material Contract. (b) The Company has made available to Parent true and complete copies of all Material Contracts. The Material Contracts are legal, valid, binding and enforceable in accordance with their respective terms with respect to the Company and, to the knowledge of the Company, with respect to each other party to any of such Material Contracts, except, in each case, to the extent that enforcement of rights and remedies created by any Material Contracts are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application related to or affecting creditors’ rights and to general equity principles. Except as set forth in Section 3.14(b) of the Company Disclosure Schedule, (i) neither the Company nor any Subsidiary or Material JV is in violation of or in default under (nor does there exist any CPI condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Material Contract that to which it is a party or by which it or any of its properties or assets is bound and, (ii) to the knowledge of the Company, there are disputed in no such violations or defaults (nor does there exist any material condition which upon the passage of time or the giving of notice or both would cause such a violation or default) with respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedthird party to any Material Contract, except in either the case of clause (i) or (ii) for those violations or defaults that would not have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement3.18 sets forth, each as of the following shall be deemed to constitute date hereof, a CPI Material Contractcomplete and correct list of each contract, agreement or commitment of the Company or its Subsidiaries, other than Leases: (i) any Contract relating to the employment ofwhich is a material supply, exclusive dealing, requirements or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)take-or-pay agreement; (ii) any Contract that which provides for indemnification aggregate future payments by the Company or its Subsidiaries of more than $2,000,000, except (x) as set forth in the capital expenditure budget provided to Investor and (y) for purchase orders for the purchase of inventory or sales orders arising in the ordinary and usual course of business, in which case they are listed only if any officer, director, employee or agentparty thereto is obligated to make payments pursuant thereto aggregating more than $25,000,000; (iii) any Contract (A) relating to which extends more than one year from the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesdate hereof and is not cancelable by either party on 30 days' notice; (iv) which provides for the sale or lease after the date hereof of any Contract requiring that CPI give any notice, obtain any consent of the assets of the Company or provide any information to any Person prior to accepting any Acquisition Proposalits Subsidiaries other than in the ordinary course of business; (v) which relates to the employment, retirement or termination of the services of any Contract (not otherwise identified in this Section) that (A) has a term officer or employee or former officer or employee of more than sixty (60) days the Company or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractits Subsidiaries; (vi) any Contract (A) to which any Governmental Body is establishes a party or under which any Governmental Body has any rights or obligationspartnership, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract agency, joint venture or other Contract between CPI and any contractor similar contract, arrangement or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractagreement; (vii) which relates to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any open purchase order placed by CPI requiring future aggregate payments in excess asset and including letters of $300,000; andcredit and sale-leaseback arrangements); (viii) which creates or relates to a license of Intellectual Property, royalty or franchise agreement or agreement in respect of similar rights granted to or from or held by the Company or its Subsidiaries; (ix) which provides for future payments that are conditioned, in whole or in part, on a change in control of the Company or its Subsidiaries; (x) which restricts the right of the Company or its Subsidiaries to compete in any Contract way with any other Person or which contains covenants pursuant to which any person has agreed not to compete, or otherwise restricts a person's ability to engage freely, in any part of the Business; (not otherwise identified in xi) under which the Company has, within the three years preceding the date of this Section) that would be required as an exhibit Agreement, acquired any distribution center or made any acquisitions of multiple stores previously used by other automotive parts retailers in a registration statement under single or related series of transactions, other than those as to which all material obligations of the Securities Act parties thereunder for the benefit of 1933.the Company or its Subsidiaries have been discharged; or (bxii) Each CPI Material Contract is valid and in full force and effect, and is enforceable in accordance with its terms, subject to any other contract not covered by items (i) laws through (x) above that the Company believes is material to the Business. Each of general application relating the foregoing is referred to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with this Agreement as a Governmental Body, laws applicable thereto"Material Contract. (c) " Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwiseSchedule 3.18, to the knowledge of CPIthe Company, taken any action with respect to such party's complaint for a period of more than six months following receipt of neither the communication; and (iv) CPI has not waived any of Company nor its material rights Subsidiaries is in default under any CPI Material Contract, except for such defaults which, individually or in each case where such breachthe aggregate, default, violation or waiver would not have a Company Material Adverse Effect on CPIEffect. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 4.16(a) of the Company Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes lists, as of the date of this Agreement, each the following types of contracts and agreements to which the Company or any Company Subsidiary is a party, excluding for this purpose, any purchase orders submitted by customers (such contracts and agreements as are required to be set forth Section 4.16(a) of the following shall be deemed to constitute a CPI Company Disclosure Schedule along with any Plan listed on Section 4.10(a) of the Company Disclosure Schedule being the “Material Contract:Contracts”): (i) except for any Contract relating contracts or agreements by and between or among any of the Company and the Company Subsidiaries, each contract and agreement with consideration paid or payable to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment Company or any other payment (other of the Company Subsidiaries of more than payments $3,000,000 in respect of salary and the grant of standard benefits)aggregate, in the prior or current fiscal year; (ii) any Contract that provides for indemnification of any officereach contract and agreement with the Company’s top 10 customers and Suppliers based on the aggregate amounts paid by or to the Company and the Company Subsidiaries in the 12-month period ending on December 31, director, employee or agent2020; (iii) except for any Contract (A) relating contracts or agreements by and between or among any of the Company and the Company Subsidiaries, all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising contracts and agreements to which the Company or any Company Subsidiary is a party and that are material to the acquisition, issuance, voting, registration, sale or transfer business of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesthe Company; (iv) all management contracts (excluding contracts for employment), and contracts with other consultants, that are material to the business of the Company, including any Contract requiring that CPI give contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any notice, obtain any consent Company Subsidiary or provide any information income or revenues related to any Person prior Product of the Company or any Company Subsidiary to accepting which the Company or any Acquisition ProposalCompany Subsidiary is a party, but excluding any such contracts entered into by the Company or any Company Subsidiary in the ordinary course of business; (v) any Contract (not otherwise identified in this Section) that all (A) has a term employment agreements pursuant to which an employee is entitled to receive base annual compensation in excess of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI $300,000; and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) consulting agreements pursuant to which any Governmental Body an independent contractor is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor entitled to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate receive annual payments in excess of $300,000; andand (C) severance agreements that provide for mandatory or potential severance payments in excess of $300,000. (vi) except for contracts or agreements relating to trade receivables or by and between or among any of the Company and the Company Subsidiaries, all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $1,500,000; (vii) except for any contracts or agreements by and between or among any of the Company and the Company Subsidiaries, all material definitive partnership, joint venture or similar agreements; (viii) all contracts and agreements with any Contract Governmental Authority to which the Company or any Company Subsidiary is a party, other than any Company Permits; (not otherwise identified ix) all collective bargaining agreements or other contracts with any union, works council or labor organization; (x) all contracts and agreements that limit, or purport to limit, the ability of the Company or any Company Subsidiary to compete in this Sectionany material respect in any line of business or with any person or entity or in any geographic area or during any period of time, excluding any contracts that provide or result in limitations entered into by the Company or any Company subsidiary in the ordinary course of business consistent with past practices, customary confidentiality agreements and agreements that contain customary confidentiality clauses; (xi) that would be required as an exhibit all leases or master leases of personal property reasonably likely to result in annual payments of $500,000 or more in a registration statement 12-month period; (xii) all contracts involving the use of any Company-Licensed IP and required to be listed in the Company Disclosure Schedule pursuant to Section 4.13(a)(ii); (xiii) all contracts or agreements under which the Securities Act Company has agreed to purchase goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis, excluding customary exclusivity agreements or arrangements; or (xiv) except for any contracts or agreements by and between or among any of 1933the Company and the Company Subsidiaries, contracts which involve the license or grant of rights to Company-Owned IP by the Company and/or the Company Subsidiaries, but excluding any nonexclusive licenses (or sublicenses) of Company-Owned IP granted to customers in the ordinary course of business. (b) Each CPI Material Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in Section 4.16(b) of the CPI Company Disclosure Schedule: , or except as would not be material to the Company and the Company Subsidiaries, taken as a whole, (i) CPI has not materially violated each Material Contract is a legal, valid and binding obligation of the Company or breachedthe Company Subsidiaries (subject to the Remedies Exception) and, to the knowledge of the Company, the other parties thereto, and neither the Company nor any Company Subsidiary is in breach or violation of, or committed any material default under, any CPI Material Contract, and, to Contract nor has any Material Contract been canceled by the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contractparty; (ii) to the best of the knowledge of CPICompany’s knowledge, no event has occurred, and no circumstance other party to any Material Contract is in breach 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contractof, or (D) give any Person the right to canceldefault under, terminate or materially modify any CPI such Material Contract; and (iii) since December 31, 1997, CPI has the Company and the Company Subsidiaries have 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPIthe Company, taken any action with respect to such party's complaint for a period oral claim of more than six months following receipt of the communication; and (iv) CPI has not waived any of its material rights default under any CPI such Material Contract, in each case where such breach, default, violation . The Company has furnished or waiver would have a made available to SPAC true and materially complete copies of all Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material ContractContracts, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract amendments thereto that are disputed material in nature, but excluding any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatenedMaterial Contracts in the form of individuals purchase or service orders.

Material Contracts. (a) The CPI Disclosure Except for agreements, contracts, plans, ------------------ leases, arrangements or commitments disclosed in Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of 3.15 or the Financial ------------- Statements provided to Discreet pursuant to this Agreement, each of the following shall be deemed Lightscape is not a party to constitute a CPI Material Contractor subject to: (i) any Contract relating to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits)collective bargaining agreement; (ii) any Contract agreements that provides for indemnification of contain any officer, director, employee unpaid severance liabilities or agentobligations; (iii) any Contract (A) relating to the acquisitionbonus, issuancedeferred compensation, votingincentive compensation, registrationpension, sale profit-sharing or transfer of any securitiesretirement plans, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, other employee benefit plans or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesarrangements; (iv) any Contract requiring that CPI give any noticeemployment or consulting agreement, obtain any consent contract or provide any information commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization not terminable by Lightscape on 30 days' notice without liability except to any Person prior the extent applicable local law and/or general principles of wrongful termination law may limit Lightscape's ability to accepting any Acquisition Proposalterminate such employees; (v) any Contract (not otherwise identified in this Section) that (A) has a term agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of more than sixty (60) days or that may not the benefits of which will be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contractincreased, or (II) the performance vesting of services benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on or after the date hereof having a value in excess basis of $300,000 in aggregate payments under such Contractany of the transactions contemplated by this Agreement; (vi) any Contract (A) to which any Governmental Body is a party fidelity or under which any Governmental Body has any rights surety bond or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractcompletion bond; (vii) any open purchase order placed by CPI requiring future aggregate payments lease of personal property having a remaining value individually in excess of $300,00010,000; andAgreement and Plan of Merger -- Page 16 Execution Copy -------------- (viii) any Contract agreement of indemnification or guaranty; (ix) any agreement, contract or commitment containing any covenant limiting the freedom of Lightscape to engage in any line of business or compete with any person; (x) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $10,000; (xi) any agreement, contract or commitment relating to the disposition or acquisition of assets not otherwise identified in this Sectionthe ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (xii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties referred to in clause (viii) hereof (xiii) any purchase order or contract for the purchase of raw materials or acquisition of assets involving $10,000 or more; (xiv) any construction contracts; (xv) any distribution, joint marketing, teaming or development agreement; (xvi) any distributor, dealer, franchise, original equipment manufacturer, value-added reseller, manufacturer's representative or sales agency contract or commitment; (xvii) any agreement pertaining to Lightscape's maintenance or support of its products, services or supplies which involves $10,000 or more or which has a term which extends for more than one year; or (xviii) any other agreement, contract or commitment which involves $10,000 or more and is not cancelable without penalty within thirty (30) days. Lightscape has not breached, or received any claim or threat that it has breached, any of the terms or conditions of (i) any agreement, contract or commitment set forth in any of Lightscape's Schedules or (ii) any other material agreement, contract or commitment of Lightscape in such a manner as would permit any other party to cancel or terminate the same or would permit any other party to seek damages from Lightscape that would be required as an exhibit have a Material Adverse Effect on Lightscape. Each agreement, plan, contract or commitment set forth in any of Lightscape's Schedules (i) is a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and binding agreement of Lightscape and, to Lightscape's reasonable knowledge, each other party thereto, (ii) 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) Lightscape is not, nor is any other party thereto, in default or breach in any material respect under the case terms thereof. (b) There is no contract, agreement, commitment or obligation to which Lightscape is a party or is bound that at the time it was entered into or made was, or is currently, known or expected by Lightscape to result in any economic loss of $10,000 or more to Lightscape upon completion or performance thereof, or any Contract with bid, offer or proposal which if accepted would result as such a Governmental Bodycontract, laws applicable thereto.agreement, commitment or obligation. Agreement and Plan of Merger -- Page 17 Execution Copy -------------- (c) Except as set forth disclosed in the CPI Disclosure Schedule: (i) CPI has Schedule 3.15, Lightscape is not materially violated or breached, or committed a party to ------------- any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (agreement 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation securityholders or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contractoptionholders, or any other material term affiliate thereof, nor, is any securityholder or provision optionholder of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth Lightscape a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as party to any material matter has been threatenedagreement with any other such securityholder or optionholder relating to Lightscape or any of its securities.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes of this Agreement, each Section 4.13(a) of the following shall be deemed Seller Disclosure Letter contains a complete and correct list of all contracts, agreements, commitments or other written instruments relating to constitute a CPI the business of the Company as of the date hereof which are of any type described below and to which the Company is bound (the “Material Contract:Contracts”): (i) any Contract relating All Contracts which provide for the payment by or to the employment of, or the performance Company in excess of services by, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment fifty thousand dollars (other than payments in respect of salary and the grant of standard benefits)$50,000.00) annually; (ii) All Contracts requiring a future capital expenditure by the Company in excess of fifty thousand dollars ($50,000.00) in any Contract that provides for indemnification of any officer, director, employee or agent12-month period; (iii) any Contract All Contracts or agreements under which the Company is obligated to sell personal property for a total price in excess of fifty thousand dollars (A$50,000.00) relating to other than in the acquisition, issuance, voting, registration, sale or transfer ordinary course of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesbusiness; (iv) any Contract requiring that CPI give any noticeAll leases of real property (whether the Company is the lessor, obtain any consent lessee or provide any information sublessee) or other agreement providing for the recurring use of or access to any Person prior to accepting any Acquisition Proposalreal property by the Company; (v) any Contract (not otherwise identified All Contracts or agreements in this Section) that which the Company (A) has a term of more than sixty created, incurred, assumed or guaranteed (60or may create, incur, assume or guarantee) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and indebtedness, (B) that contemplates granted an Encumbrance on its assets to secure such indebtedness or involves (IC) the payment extended credit or delivery of cash or other consideration on or after the date hereof advanced funds to any Person, in an amount or having a value each case in excess of fifty thousand dollars ($300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract50,000.00); (vi) any Contract (A) to which any Governmental Body is a party All performance bonds, completion bonds, bid bonds, suretyship agreements or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractsimilar instruments; (vii) All Contracts or agreements that subject the Company to restrictions on the competitive conduct of its business or that prohibit the Company from soliciting customers, vendors or employees of third parties; (viii) Any Contract or agreement providing for the use of material Intellectual Property which has a license payment or fee payable after the date hereof; (ix) All joint venture, partnership, royalty or similar agreements involving the sharing of profits and/or expenses; (x) All employment, management, consulting and other Contracts providing for the services of any open purchase order placed by CPI requiring future aggregate payments in excess employee, officer or director of $300,000the Company, including any of the foregoing which provides for any severance or other payment upon termination of employment or engagement; and (viiixi) any Contract All other Contracts or agreements not covered in clauses (i) through (­­ix) above that involve payment by or to the Company of more than fifty thousand dollars ($50,000.00) annually under such agreement, other than those that can be terminated without penalty to the Company upon not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933more than sixty days’ notice. (b) Each CPI Material Contract is a valid and binding agreement and is in full force and effect, except to the extent such Material Contract has expired by its own terms without penalty, and is enforceable by the Company in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of general application relating to bankruptcyor affecting creditors’ rights generally and subject to general principles of equity, insolvency and the relief Company is not nor, to the Knowledge of debtorsthe Seller, (ii) rules of law governing specific performance, injunctive relief and is any other equitable remedies and (iii) party thereto in default or breach under the case terms of any Material Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best Knowledge of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPISeller, no event or circumstance has occurredoccurred that, and no circumstance or condition exists, that (with or without notice or lapse of time) could time or both, would constitute an event of default thereunder, other than in each case defaults or breaches that would not reasonably be expected to (A) result in have a material violation or breach of any of Company Material Adverse Effect. Neither the provisions of any CPI Material Contract, (B) give any Person Seller nor the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI Company has not received any written notice or other written communication regarding any actual or possible violation or breach of, default under, or intention of cancellation relating to terminate, any CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where and the Seller has no Knowledge of facts that a Material Contract is likely to be cancelled, except for such breach, default, violation or waiver cancellations which would not reasonably be expected to have a Company Material Adverse Effect on CPI. (d) To Effect. The Company has provided or made available to the best Purchaser true, correct and complete copies by their terms of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI all Material Contract, or any other material term or provision of any CPI Material ContractContracts, including termination provisionsall material amendments thereto. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. Schedule 3.5 lists each Contract (excluding any paying or send agent agreement with any agent other than a Significant Agent) to which any Company Constituent Entity is a party or to which any Company Constituent Entity or any of their respective properties is subject or by which any thereof is bound that (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes a "CPI Material Contract." For purposes is not terminable without penalty upon 180 days (or less) notice, (b) after the Interim Balance Sheet Date obligates any Company Constituent Entity to pay an amount of this Agreement$50,000 or more per 12 month period, each (c) has an unexpired term as of the following shall be deemed Interim Balance Sheet Date in excess of one year, (d) expressly limits or restricts the ability of any Company Constituent Entity to constitute a CPI Material Contract: compete or otherwise to conduct its business in any manner or place, (ie) any Contract relating to the employment of, or the performance of services by, any officer, director or employee and any Contract pursuant to which CPI 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 and the grant of standard benefits); (ii) any Contract that provides for indemnification a guaranty by any Company Constituent Entity of any officer, director, employee obligation with a face amount of $50,000 or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securitiesmore, (Bf) providing involves licenses or royalties to or from any Person with Company Constituent Entity, (g) subcontracts any preemptive right, right of participation, right of maintenance or any similar right with respect work to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has third parties which involves a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value sum in excess of $300,000 in aggregate payments under such Contract100,000 annually, (h) involves the lease, sublease or (II) the performance similar arrangement of services on real or after the date hereof having a value personal property and obligates any Company Constituent Entity to pay an amount in excess of $300,000 100,000 annually, (i) involves any of the Significant Agents (as defined in aggregate payments under such Contract; Section 3.25 below), (vij) imposes any confidentiality or secrecy obligation that is currently binding on any Company Constituent Entity or (k) commits to indemnification binding on any Company Constituent Entity (any Contract (A) to which meeting any Governmental Body of these requirements is a party or under which any Governmental Body “Material Contract” and has any rights or obligationsbeen identified on such Schedule 3.5). True copies of all Material Contracts, or involving or directly or indirectly benefiting any Governmental Body including all amendments and supplements, have been delivered to Buyer. Except as set forth on Schedule 3.5, each Material Contract: (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Bodyi) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933. (b) Each CPI Material Contract is valid and 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 relief of debtors, subsisting; (ii) rules of law governing specific performancethe applicable Company Constituent Entity has duly performed all its obligations thereunder to the extent that such obligations to perform have accrued and are not otherwise waived, injunctive relief and other equitable remedies in writing; and (iii) in no material breach or default, alleged material breach or default, or event which would (with the passage of time, notice or both) constitute a material breach or default thereunder by the Company Constituent Entity, as the case of any Contract with a Governmental Bodymay be, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, andor, to the best Knowledge of Seller, any other party or obligor with respect thereto, has occurred or as a result of this Agreement or the passage of time will occur. Consummation of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; transactions contemplated by this Agreement will not (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) will not give any Person the a right to declare a default to) terminate or exercise modify any remedy rights of, or accelerate or augment any obligation of, any Company Constituent Entity under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes 5.13(a) sets forth a "CPI Material Contract." For purposes true, correct and complete list, as of the date of this Agreement, each of all of the following shall be deemed Contracts to constitute which Seller Parent or any of its Subsidiaries (with respect to the Business) or a CPI Company Group Entity is a party or by which it or any of its assets or properties are bound (collectively, the “Material Contract:Contracts”): (i) (A) employment agreements, offer letters, severance agreements, or other similar Contracts providing for annual base compensation or severance payments and benefits in excess of $100,000 with respect to any Business Employee, or (B) any Contract relating to the employment ofproviding for a change in control, transaction, retention, guaranteed or the performance of services by“stay” or similar bonus, any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment or benefit to any other payment (other than payments in respect of salary and the grant of standard benefits)Business Employee; (ii) Collective bargaining agreements or any Contract that provides for indemnification of other Contracts with any officerworks council, director, employee labor union or agentassociation representing any Business Employee; (iii) any Contract (A) relating to Contracts containing covenants limiting the acquisition, issuance, voting, registration, sale or transfer freedom of any securities, (B) providing Seller or any Company Group Entity to compete in any line of business or with any Person with or in any preemptive right, geographic area or market or granting to another Person a right of participationexclusivity, or Contracts purporting to limit the Business or the manner or locations in which the Business engages or prohibiting or limiting the right of maintenance the Company Group or the Business to make, sell or distribute any similar right with respect to products or services in any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securitiesmaterial respect; (iv) (A) Contracts providing any Contract requiring customer with pricing, discounts or benefits that CPI give change based on the pricing, discounts or benefits offered to other customers or by other suppliers to such customer, including Contracts containing “most favored nation,” “most favored customer” or similar provisions; (B) Contracts that include minimum purchase requirements or commitments or take-or-pay obligations or similar mandatory purchase or sale obligations or any notice, obtain restrictions on the purchase or sale of goods or services in any consent territory or provide any information to any Person prior to accepting customers, and (C) any Acquisition Proposalexclusive arrangement provisions with any Material Customer or Material Suppliers; (v) Contracts granting to any Contract (not otherwise identified in this Section) that (A) has Person a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash first refusal, first offer or other consideration on similar right to purchase any of the properties or after assets of the date hereof in an amount Business or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such ContractCompany Group; (vi) any Contract (A) Contracts obliging any Company Group Entity to which acquire any Governmental Body is a party operating business or under which the equity of any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI Person and any contractor or subcontractor to any Governmental Body) and that (B) contemplates Contracts containing a put, call or involves similar right pursuant to which Seller (Iwith respect to the Business) the payment or delivery a Company Group Entity would be required to purchase or sell, as applicable, any Equity Interests of cash any Person or other consideration on or after the date hereof in an amount or having assets at a value in excess of $300,000 in aggregate payments under such Contractpurchase price which would reasonably be likely to exceed, or (II) the performance fair market value of services on the Equity Interests or after the date hereof having a value in excess assets of which would be reasonably likely to exceed, $300,000 in aggregate payments under such Contract250,000; (vii) any open purchase order placed by CPI requiring future aggregate Contract for the transportation or delivery of supplies, materials or products providing for, or which would reasonably likely to result in, annual payments in excess of $300,000250,000; (viii) Contracts relating to Indebtedness; (ix) Contracts with any Material Supplier, Material Customer, Material Service Provider or Governmental Body; (x) Contracts concerning the use, licensing, development or maintenance of Intellectual Property or IT Assets, in each case, that are material to the Business; (xi) (A) partnership, strategic alliance, joint marketing or joint venture agreement Contracts and (B) Contracts that involve the payment of any commissions or royalty payments; (xii) any Contract that obligates the Company Group or the Business to make any capital commitment or investment (in each case, in the form of a loan, capital contribution or similar transaction) or capital expenditure (including pursuant to any joint venture) in excess of $250,000; (xiii) any Contract since January 1, 2016 providing for an acquisition, divestiture, merger or similar transaction of material assets or properties that contains representations, covenants, indemnities or other obligations of the Company Group or the Business that are still in effect and are, or are reasonably likely to be, material to any party thereto; (xiv) any Contract that is a settlement or similar Contract (x) with any Governmental Body, (y) which would reasonably be expected to require the Company Group to pay more than $250,000 (net of any insurance coverage) after the date of this Agreement or (z) that subjects the Company Group to any material ongoing requirements or restrictions, other than confidentiality requirements or restrictions or similar administrative requirements; (xv) any Contract requiring a Company Group Entity to purchase or sell a stated portion of its requirements or outputs, that are not cancelable upon notice of ninety (90) calendar days or less; (xvi) Contracts (other than the Real Property Leases, Personal Property Leases and Business Benefit Plans) between any Company Group Entity, on the one hand, and any other Person, on the other hand, pursuant to which the Company Group is obligated to pay, more than $250,000 in consideration in a calendar year; and (viiixvii) Contracts (other than the Real Property Leases, Personal Property Leases and any Contract (not otherwise identified Business Benefit Plans) between any Company Group Entity pursuant to which the counterparty is obligated to pay, more than $250,000 in this Section) that would be required as an exhibit consideration in a registration statement under calendar year to the Securities Act of 1933applicable Company Group Entity. (b) Each CPI Except as set forth on Schedule 5.13(b): (i) Seller has delivered or otherwise made available to Purchaser a true, correct and complete copy of each Material Contract, as in effect on the date hereof; (ii) each Material Contract is valid and in full force and effect, effect and is the valid, binding and enforceable obligation of the applicable Seller or Company Group Entity, and, to the Knowledge of Seller, each other party to such Material Contract, in accordance with its terms, in each case subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and General Enforceability Exceptions; (iii) in neither Seller nor the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, andCompany Group nor, to the best Knowledge of the knowledge of CPISeller, no any other Person has materially violated is in material breach or breachedviolation of, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time, or both) could reasonably under, any Material Contract or has failed to perform all material obligations required to be expected performed by it to date under a Material Contract; and (Aiv) result in a material violation or breach no party to any Material Contract has exercised any termination rights with respect thereto, and, to the Knowledge of Seller, no party has given notice of any of the provisions of intention to terminate or material dispute with respect to any CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancelhas amended, terminate or materially modify any CPI Material Contract; (iii) since December 31cancelled, 1997terminated, CPI has not received any written notice or other written communication regarding any actual or possible violation or breach ofrelinquished, default underwaived, or intention to terminate, released any CPI Material Contract except for communication or any material right thereunder (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to other than the knowledge expiration of CPI, 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) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIContract in accordance with its terms). (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Disclosure Schedule identifies each CPI Contract that constitutes 4.11(a) lists all Contracts to which Company or any Subsidiary of Company is a "CPI Material Contract." For purposes of this Agreement, each party and which fall within any of the following shall be deemed to constitute categories (each a CPI “Material Contract: ”): (i) any Contract material Contracts not entered into in the Ordinary Course of Business; (ii) joint venture, partnership and like agreements; (iii) agreements with unaffiliated third party sales representatives; (iv) collective bargaining agreements; (v) Contracts relating to any outstanding commitment for capital expenditures that have remaining payments in excess of $250,000; (vi) indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Company or any Subsidiary of Company or commitments for the employment ofborrowing or the lending by Company or any Subsidiary of Company of amounts in excess of $250,000 or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of Company; (vii) executory Contracts for the sale or lease by Entity to any Person of any material amount of its assets, other than in the Ordinary Course of Business; (viii) employment, severance or retention agreements providing for severance payments or other benefits by the Company in the event of a sale or change of control of Entity; (ix) any non-competition or non-solicitation agreement or any other agreement or obligation that purports to limit in any respect the manner in which, or the performance localities in which, the business of services by, Company or any Subsidiary of Company may be conducted; (x) Contracts pursuant to which Entity leases Dark Fiber from or to any other Person; (xi) Contracts with customers which produced more than $2,000,000 of revenues in fiscal 2005 or expected to produce more than $750,000 of revenues in fiscal 2006 (provided that the names of the contracting parties have been redacted); (xii) any Contract that would prohibit or materially delay the consummation of the transactions contemplated by this Agreement; and (xiii) any Contract with any Affiliate or any officer, director or employee and any Contract pursuant to which CPI is or may become obligated to make any severance, termination, bonus or relocation payment of Company or any other payment (other than payments in respect of salary and the grant of standard benefits); (ii) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vi) any Contract (A) to which any Governmental Body is a party or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contract; (vii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; and (viii) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under the Securities Act of 1933its Subsidiaries. (b) Each CPI Material Contract Schedule 4.11(b) lists all Contracts (except as otherwise disclosed in Section 4.11(a)) to which Company or any Subsidiary of Company is valid a party and in full force and effect, and is enforceable in accordance with its terms, subject to which fall within any of the following categories: (i) laws agreements requiring the payment by Company of general application relating to bankruptcy, insolvency and more than $2,000,000 in any 12 month period for services or the relief lease of debtors, any machinery or equipment; (ii) rules agreements creating an exclusive broker, distributor, supplier or agent arrangement with Company or any Subsidiary of law governing specific performance, injunctive relief and other equitable remedies and Company; (iii) interconnection agreements; (iv) Contracts entered into in the case context of an acquisition or sale of assets or capital stock where Company or any Contract with Subsidiary of Company either continues to have a Governmental Body, laws applicable theretoright to be indemnified by a Person or has an obligation to indemnify a Person; and (v) Right-of-Way Agreements. (c) Except as set forth in The Material Contracts and the CPI Disclosure Schedule: Contracts listed on Schedule 4.11(b), (i) CPI are valid, binding, in full force and effect against Company or the Subsidiary of Company party thereto, as applicable, and enforceable against such Company or the Subsidiary of Company party thereto, as applicable, in accordance with their respective terms, except as such enforceability may be limited by applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and applicable equitable principles (whether considered in a proceeding at law or in equity). Neither Company nor any Subsidiary of Company has not defaulted under or materially violated or breached, or committed breached any material default under, any CPI Material Contract, Contract and, to Company’s Knowledge, there has been no breach or cancellation by the best other parties to any Material Contract. As of the knowledge of CPIdate hereof, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI Entity has not received any written notice that any party to a Material Contract has breached, cancelled or other written communication regarding any actual or possible violation or breach of, default accelerated its rights under, or intention intends to terminatebreach, cancel or accelerate its rights under, or has threatened to breach, cancel or accelerate its rights under, any CPI Contract such Material Contract. True and complete copies of the Material Contracts have been made available to Buyer (except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwiseContracts described in Section 4.11(a)(xi), to the knowledge of CPI, taken any action with respect to such party's complaint for a period which true and complete copies have been made available to Buyer’s lender, Bank of more than six months following receipt of the communication; and (iv) CPI has not waived any of its material rights under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPIAmerica). (d) To the best of the knowledge of CPI, no Person is renegotiating, or has the right to renegotiate, any material amount paid or payable to CPI under any CPI Material Contract, or any other material term or provision of any CPI Material Contract, including termination provisions. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.

Material Contracts. (a) The CPI Section 2.9 of the Disclosure Schedule identifies each CPI Contract that constitutes Schedules sets forth a "CPI Material Contract." For purposes true, complete and correct list of this Agreement, each of the following shall be deemed to constitute a CPI material written or oral Contracts (the “Material Contract:Contracts”): (ia) any employment agreement, independent contractor agreement, consulting agreement, severance agreement, change in control agreement, bonus agreement, offer letter or other Contract relating to the employment or engagement of any employee, independent contractor, consultant or agent; (b) any Contract relating to the employment ofpurchase, license or lease of supplies, equipment, assets, property or products from, or the performance of services by, any officer, director or employee and a third-party involving payment in excess of $35,000; (c) any Contract pursuant relating to which CPI is the sale, license or may become obligated lease of supplies, products, assets or property to make any severancethird party, terminationor the performance of services by Seller, bonus involving payment in excess of $35,000; (d) any Contract relating to any license, franchise, software or relocation payment Intellectual Property, or any ideas, technical assistance or other payment know-how (other than payments in respect of salary and “off the grant of standard benefitsshelf” shrink-wrap software licenses); (iie) any Contract that provides for indemnification of any officer, director, employee or agent; (iii) any Contract (A) Contracts relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities, or (C) providing CPI with any right of first refusal with respect to, or right to repurchase or redeem, any securities; (iv) any Contract requiring that CPI give any notice, obtain any consent or provide any information to any Person prior to accepting any Acquisition Proposal; (v) any Contract (not otherwise identified in this Section) that (A) has a term of more than sixty (60) days or that may not be terminated by CPI (without penalty) within sixty (60) days after the delivery of a termination notice by CPI and (B) that contemplates or involves (I) the capital expenditures involving payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 25,000 individually or in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractaggregate; (vif) any Contracts relating to the grant to any third party of a Lien and Encumbrance on any assets; (g) any Contracts relating to any joint venture or partnership or other Contract providing for the sharing of profits; (h) any Contract (A) restricting or limiting the freedom of Seller to which compete or participate in any Governmental Body is a party manner, business or under which any Governmental Body has any rights or obligations, or involving or directly or indirectly benefiting any Governmental Body (including any subcontract or other Contract between CPI and any contractor or subcontractor to any Governmental Body) and that (B) contemplates or involves (I) the payment or delivery of cash or other consideration on or after the date hereof in an amount or having a value in excess of $300,000 in aggregate payments under such Contract, or (II) the performance of services on or after the date hereof having a value in excess of $300,000 in aggregate payments under such Contractterritory; (viii) any open purchase order placed by CPI requiring future aggregate payments in excess of $300,000; andcollective bargaining agreement; (viiij) any Contract (not otherwise identified in this Section) that would be required as an exhibit in a registration statement under management, management services, services, administrative services or other Contracts relating to the Securities Act provision or receipt of 1933.any management, business, marketing, payroll, human resources, administrative or other support services; (bk) Each CPI Material any other Contract is valid and 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 relief of debtors, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies and (iii) in the case of any Contract with a Governmental Body, laws applicable thereto. (c) Except as set forth in the CPI Disclosure Schedule: (i) CPI has not materially violated or breached, or committed any material default under, any CPI Material Contract, and, to the best of the knowledge of CPI, no other Person has materially violated or breached, or committed any material default under, any CPI Material Contract; (ii) to the best of the knowledge of CPI, 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 CPI Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any CPI Material Contract, (C) give any Person the right to accelerate the maturity or requires performance of any CPI Material Contract, or (D) give any Person the right to cancel, terminate or materially modify any CPI Material Contract; (iii) since December 31, 1997, CPI 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 CPI Contract except for communication (A) that has subsequently been revoked; or (B) has been received from a complaining party that has not contacted CPI or otherwise, to the knowledge of CPI, taken any action with respect to such party's complaint for a period of more than six months following receipt ninety (90) days or that involves payments in excess of $25,000; (l) any supplier agreements, master services agreements, or developer agreements; (m) any other Contract material to Seller. Seller has delivered or made available to Purchaser true, correct and complete copies of each of the communication; written Material Contracts and (iv) CPI has not waived a description of the material terms of any material oral Material Contract. Except as set forth in Section 2.9 of the Disclosure Schedules each of the Material Contracts is with an unrelated third party, was entered into on an arm’s length basis in the ordinary course of business, and is in full force and effect in accordance with the terms thereof. There is no pending or, to the Knowledge of Seller, threatened cancellation or termination of any of its material rights the Material Contracts, and there are no outstanding disputes under any CPI Material Contract, in each case where such breach, default, violation or waiver would have a Material Adverse Effect on CPI. (d) To the best of the knowledge of CPIMaterial Contracts. The Material Contracts are enforceable by or against the Seller thereto and, against each other party thereto. There is no Person is renegotiating, existing or has the right to renegotiate, any material amount paid claimed default or payable to CPI breach under any CPI Material Contractof the Assumed Contracts, or any existing event that to the Knowledge of Seller, with notice or lapse of time or both, would constitute a default or breach by the Seller or any other material term or provision party to such Material Contracts, including the transactions contemplated hereunder. Following the Closing Date, the Purchaser will be permitted to exercise all of its rights under the Assumed Contracts without the payment of any CPI Material Contractadditional amounts or consideration other than ongoing fees, including termination provisionsroyalties or payments which the Seller would otherwise be required to pay pursuant to the terms of such Assumed Contracts had the transactions contemplated by this Agreement not occurred. (e) The CPI Disclosure Schedule sets forth a list of all claims made under any CPI Material Contract that are disputed in any material respect or, to CPI's knowledge, where a dispute as to any material matter has been threatened.