Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete listOther than this Agreement or as made available to Purchaser, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary none of the Company or any of their respective Affiliates the Company Subsidiaries is a party to own, operate, sell, transfer, pledge or otherwise dispose of bound by: (i) any businesses, securities or assets (other than provisions requiring notice of or consent Contract that would be required to assignment be filed by any counterparty thereto); (iii) each contract relating the Company as a “material contract” pursuant to outstanding Indebtedness (or commitments or guarantees in respect thereofItem 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) any Contract containing covenants binding upon the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries Company Subsidiary (including Parent upon or which, following the consummation of the TransactionsTransactions could materially restrict the ability of the Company) to compete or otherwise engage in any line business that is material to the Company and the Company Subsidiaries, taken as a whole, as of business the date of this Agreement, or with any Person person or in any geographic area; (vi) each contract pursuant to which , except for any such Contract that may be cancelled without penalty by the Company or any Company Subsidiary upon notice of 60 days or less; (iii) any Contract with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) any Contract with any director, officer or Affiliate of the Company may be obligated to issue or repurchase any Company Capital Stock Subsidiary (other than any Company Employee Benefit Plan); (v) any Contract for the acquisition, disposition, sale or any capital lease of material properties or assets (by merger, purchase or sale of stock or other equity interests in assets or otherwise); (vi) any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnershipemployment, joint venturedeferred compensation, limited liability companyseverance, grantor trustbonus, strategic alliance agreement retirement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among entered into by the Company or any Subsidiary of the CompanyCompany Subsidiary, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) officer of the Company or any other employee of its Subsidiaries the Company or any Company Subsidiary receiving annual cash compensation of their respective “associates” $200,000 or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)more, on the other hand; ; (ixvii) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directorsContract, officersother than Leases, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to contemplating payments by the Company or any Subsidiary of more than $300,000 in any calendar year; and (viii) each amendment, supplement or modification in respect of any of the Company. foregoing Contracts or any commitment or agreement to enter into any of the foregoing contracts. Each such Contract described in clauses (bi) Collectively, the contracts set forth in Section 4.16(athrough (viii) are herein is referred to herein as the a “Company ContractsMaterial Contract.” Except as would not reasonably be expected to have“Contract” means any agreement, individually contract, obligation, arrangement, undertaking or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries other commitment that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractlegally binding.

Material Contracts. (a) Except as set forth in Section 4.16(a4.19(a) of the Disclosure Schedule, neither the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, nor any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at to or bound by any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contractcontracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or “definitive material agreement” (as such term is defined in Item 1.01 of Form 8-K of the SEC). Section 4.19(a) of the Disclosure Schedule lists the following contracts (such Contracts, along with the “material contracts” and “definitive material agreements” referred to in the preceding sentence, and the IP Contracts, collectively, the “Material Contracts”): (i) Contracts which restrict or limit the conduct of or competition in any line of business by the Company, any Subsidiary or any of the Company’s current or future affiliates, or the geographic area in which the Company, any Subsidiary or any of the Company’s current or future affiliates may conduct business, in each case in any material respect; (ii) Contracts which grant any right of first refusal, right of first offer or similar right or that limit or purports to limit the ability of the Company or any Subsidiary to sell, transfer, pledge or otherwise dispose of any material amount of assets or business; (iii) Contracts which would prevent, materially delay or impede the consummation of, or otherwise reduce the benefits of, the transactions contemplated by this Agreement, including the Merger; (iv) Contracts with respect to a joint venture, partnership, limited liability or other similar agreement or arrangement, and those which relate to the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and the Subsidiaries, taken as a whole; (v) Contracts which were entered into after December 31, 2007, and involve the acquisition from another person or disposition to another person, directly or indirectly (by merger, license or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such contract (or series of related contracts) in excess of $1 million (other than acquisitions or dispositions of inventory in the Exchange Actordinary course of business); (vi) not otherwise described in this Section 4.16(aany contract (or series of related contracts) with respect any agency or department of the United States federal government or any state or local government for the purchase of goods and/or services from the Company or any Subsidiary which would reasonably be expected to result in payments to the Company or any Subsidiary in excess of the Company.$1 million; (bvii) CollectivelyContracts which relate to an acquisition, the contracts set forth divestiture, merger, license or similar transaction and contain representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations), that are still in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveeffect and, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding could reasonably be expected to result in payments by the Company and each or any Subsidiary; (viii) Contracts which relate to any guarantee or assumption of other obligations of any third party or reimbursement of any maker of a letter of credit, except for agreements entered into in the ordinary course of business consistent with past practice which agreements relate to obligations which do not exceed $1 million in the aggregate for all such agreements; (ix) Contracts which prohibit the payment of dividends or distributions in respect of the capital stock of the Company or any of its wholly-owned Subsidiaries), prohibit the pledging of the capital stock of the Company or any wholly-owned Subsidiary or prohibit the issuance of guarantees by any wholly-owned Subsidiary; or (x) Contracts which would reasonably be expected to involve aggregate payments to or by the Company or any Subsidiary of more than $1 million over the term of such contract. (b) Section 4.19(b) of the Disclosure Schedule sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness for borrowed money or capitalized lease obligations of the Company or any Subsidiary in an aggregate principal amount in excess of $250,000 is outstanding or may be incurred or other contract of which the Company is obligated to provide funds in respect of, or to guarantee or assume, any debt of any third party in excess of $250,000 and (ii) the respective principal amounts outstanding thereunder as of the date of this Agreement. Each Material Contract is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and, to the knowledge of Company, each Company Contract is legalother party thereto, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as and the Company and each Subsidiary have performed all obligations required to enforceabilitybe performed by them under each Material Contract and, to Creditors’ Rightsthe Company’s knowledge, each other party to each Material Contract has performed all material obligations required to be performed by it under such Material Contract. Except as Neither the Company nor any Subsidiary is and to the knowledge of the Company, no third party is, in violation of or default under any Material Contract, nor does any condition exist which with the passage of time or the giving of notice would cause such a violation of or default under any Material Contract, except for violations or defaults that have not reasonably be expected to havehad, and would not, individually or in the aggregate, have a Company Material Adverse Effect, neither . No counterparty to any Material Contract has cancelled or otherwise terminated any Material Contract or provided to the Company nor any of its Subsidiaries is in breach written notice, or default under any Company Contract nor, to the knowledge of the Company, is any other party oral notice, of its intent to any such Company Contract in breach or default thereunderdo so. Complete and accurate copies of each Company Contract in effect as As of the date hereof hereof, true and complete copies of all Material Contracts (including all amendments exhibits and modificationsschedules thereto) have been furnished to are either publicly filed with the SEC or otherwise the Company has made available to Parent. Neither the Company nor any Parent copies of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractsuch Material Contracts.

Material Contracts. (a) Except for this Agreement, the Company Benefit Plans and agreements filed as exhibits to the Company SEC Documents prior to the date hereof and the agreements set forth on Section 4.16(a3.20(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this Agreement, ofneither the Company nor any of its Subsidiaries is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC); (ii) any contract imposing any material restriction on the right or ability of the Company or any of its Subsidiaries to (A) compete with any other person or (B) acquire or dispose of the securities of another person; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing Indebtedness of the Company or any of its Subsidiaries in an amount in excess of $50.0 million; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value or requiring annual fees in excess of $50.0 million; (v) any Contract to acquire all or a substantial portion of the capital stock, business, property or assets of any other person for an amount of cash (or value of non-cash consideration), in excess of $50.0 million; (vi) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between or among the Company and or any of its Subsidiaries; (vii) any Contract limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (viii) any Contract containing any exclusivity or most favored nation clause; (ix) any Contract that involves future expenditures or receipts by the Company or any of its Subsidiaries of more than $50.0 million in any one year period that cannot otherwise described be terminated on less than 90 days’ notice without material payment or penalty; (x) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in this Section 4.16(a) with respect future payments by or to the Company or any Subsidiary of its Subsidiaries in excess of $25.0 million; (xi) any Contract with a labor union or guild (including any collective bargaining agreement); (xii) any Contract containing provisions triggered by any change of control of the Company.Company or any of its Subsidiaries; (bxiii) Collectivelyany Contract in favor of directors, officers, members, managers or partners relating to employment or compensation or providing rights to indemnification; (xiv) any Contract the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not loss or breach of which could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof ; and (including all amendments and modificationsxv) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of lease or material default under any Company Contractsublease with respect to leased real property.

Material Contracts. (a) Section 4.16(a4.10(a) of the Company Disclosure Letter sets forth Schedule contains a true and complete list, as list of the date following types of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract Contracts to which the Company or a Company Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries;is bound: (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under promulgated by the Exchange Act) not otherwise described in this Section 4.16(aSEC) with respect to the Company or any Company Subsidiary; (ii) all Contracts or arrangements with any Third Party constituting joint ventures or partnerships; (iii) all Contracts relating to Indebtedness (other than indebtedness for borrowed money) of the Company or any Company Subsidiary in excess of $3,000,000 and all Contracts relating to indebtedness for borrowed money of the Company or any Company Subsidiary in excess of $1,000,000; (iv) all Contracts entered into after July 1, 2008 relating to any acquisition or disposition, directly or indirectly (including by merger, consolidation, combination or amalgamation), by the Company or any of the Company Subsidiaries of properties or assets or capital stock or other equity interests of another Person for aggregate consideration under such Contract in excess of $500,000, except, in each case, for acquisitions and dispositions of properties, assets and inventory in the ordinary course of business and consistent with past practice; (v) all Contracts currently used in the current conduct of the business of the Company or any Company Subsidiary and, to the Knowledge of the Company, any other Contract, which contain covenants that limit, or purport to limit, the ability of the Company or any Company Subsidiary to engage in any line of business, or to compete with any Person or operate at any geographic location or during any period of time; (vi) each Contract that contains obligations of the Company or any Company Subsidiary secured by a Lien (other than a Permitted Lien), or provides for interest rate or currency hedging arrangements, in each case in connection with which the aggregate actual or contingent obligations of the Company and the Company Subsidiaries under such Contract are greater than $250,000; (vii) each Contract with a Governmental Entity that involved aggregate payments of over $500,000 in 2010 or is reasonably likely to involve aggregate payments of over $500,000 in 2011; (viii) All Contracts pursuant to which any material Intellectual Property is licensed (or rights to use are granted) to the Company or any Company Subsidiary and also both (A) used in the current conduct of the business of the Company or a Company Subsidiary and (B) subject to remaining material payment obligations by the Company or any Company Subsidiary (excluding shrink-wrap or click-wrap licenses or licenses concerning generally commercially available software); (ix) All Contracts pursuant to which any material Company Intellectual Property is licensed (or rights to use granted) by the Company or any Company Subsidiary that are subject to remaining material payment obligations by a Third Party; (x) all Contracts and Leases concerning the use, occupancy, management or operation of, or evidencing any interests in, any Leased Real Property that are, in each case, material to the Company and the Company Subsidiaries, taken as a whole (“Material Real Property Leases”); (xi) all Contracts that (A) require the Company or any Company Subsidiary to use any supplier or Third Party for all or substantially all of the requirements or needs for the operation of the business of the Company or any Company Subsidiary as currently conducted, (B) obligate the Company or any Company Subsidiary to conduct business on a “most favored nations” basis with any Third Party, (C) limit or purport to limit the ability of the Company or any Company Subsidiary to solicit any customers or clients of any other Person, (D) require the Company or any Company Subsidiary to market or co-market any clinical laboratory services or other products or services of a Third Party, or (E) are “take-or-pay” Contracts or other similar agreements or arrangements requiring the Company or any Company Subsidiary to make a minimum payment for goods or services from Third Party suppliers irrespective of usage that are material to the Company and the Company Subsidiaries, taken as a whole; (xii) each Contract pursuant to which the Company or any Company Subsidiary is bound that includes a continuing “earn out” or other contingent payment obligation, in each case, that could result in payments in excess of $250,000 other than ordinary course agreements with customers, suppliers or licensors; (xiii) each Contract between or among the Company or any Company Subsidiary, on the one hand, and any of their respective Affiliates (other than the Company or any Company Subsidiary), on the other hand, that involves payments of more than $250,000 in any one year; (xiv) each Contract involving aggregate payments of over $1,000,000 over its remaining term that is not terminable by the Company or one of its Subsidiaries without penalty and on less than 120 days notice, other than Contracts entered into in the ordinary course of business and consistent with past practice; and (xv) all other Contracts, whether or not made in the ordinary course of business, the absence of which would have a Company Material Adverse Effect. Each Contract of the type described in this Section 4.10(a), whether or not set forth in Section 4.10(a) of the Company Disclosure Schedule is referred to herein as a “Company Material Contract.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as for matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid and binding obligation of the Company or a Company Subsidiary, as applicable, in full force and effect and enforceable against the Company or a Company Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (ii) to the Company’s Knowledge, each Company Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, (iii) the Company and each of the Company Subsidiaries, and, to the Knowledge of the Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract (excluding performance obligations not yet due), (iv) neither the Company nor any Company Subsidiary has received any written claim or notice of its Subsidiaries (A) a default, termination or cancellation under any Company Material Contract, (B) any intent or threat to claim any of the foregoing or (C) seeking to amend any provision of any Company Material Contract in a manner materially adverse to the Company or any Company Subsidiary and (v) neither the Company nor any Company Subsidiary nor, to the Company’s Knowledge, any other party thereto is in breach or violation of, or default under under, any Company Material Contract norand no event has occurred, including the execution by the Company of this Agreement, or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge Company’s Knowledge, the action or inaction of the Companyany Third Party, is any other party to any such Company Contract in that with notice or lapse of time or both, will constitute a breach or violation of, or default thereunderunder, any Company Material Contract. Complete and accurate correct copies of each all Company Contract in effect Material Contracts (as of amended or modified) are either publicly filed with the date hereof (including all amendments and modifications) SEC or have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) As of the Agreement Date, the Company Disclosure Letter sets forth is not a true and complete list, as of the date of this Agreement, ofparty to or bound by any Contract: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected required to result in be filed by the receipt Company as a material contract pursuant to Item 601(b)(10) of or making Regulation S-K of future payments in excess of $100,000the SEC; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing contains any non-compete, non-solicit, exclusivity competition or similar type of provision other agreement that materially restricts limits the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business business, in any geographic area or with any Person or geographic areaperson; (viiii) each contract pursuant to which the Company or that creates any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement venture or other similar agreement entity with respect to which the Company or a Subsidiary any material business of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries), taken as a whole; (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(aiv) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havewould, individually or in the aggregate, prevent, materially delay or materially impede the Company’s ability to consummate the Transactions; (v) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for indebtedness in excess of $1,000,000, other than intercompany agreements; (vi) that is a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto written contract (excluding other than this Agreement) for the sale of any of its assets after the Agreement Date in excess of $1,000,000, other than in the ordinary course of business consistent with past practice; (vii) under which the Company and each the Company’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $1,000,000 during the current or a subsequent fiscal year; (viii) containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Company or its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on ; (ix) that obligates the Company and each to file a registration statement under the Securities Act of its Subsidiaries 1933 which filing has not yet been made; or (x) that is an interest rate, equity or other swap or derivative instrument. Each such contract described in clauses (i)-(x) is referred to herein as a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company “Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.”

Material Contracts. (a) The Company and the Company Subsidiaries are not a party to or bound by any of the following Contracts except as set forth in Section 4.16(a2(s) of the Disclosure Schedule or described in or filed as an exhibit to the Company Disclosure Letter sets forth SEC Documents (each, including any such Contracts listed in the Company SEC Documents, a true “Material Contract,” and complete listcollectively, as of the date of this Agreement“Material Contracts”): i. any mortgages, of: (i) Each mergerindentures, business combinationguarantees, acquisitionloans or credit agreements, purchase, sale or divestiture contract that contains representations, covenants, indemnities security agreements or other obligations (including “earnout” Contracts relating to the borrowing of money or extension of credit to or by the Company, other than accounts receivables and payables in the ordinary course of business and travel and similar advances to employees in the ordinary course of business consistent with past practice; ii. any joint venture, partnership, limited liability company, strategic alliance or other contingent similar Contract relating to the formation, creation, operation, management or control of any partnership or joint venture; iii. any Contracts relating to all mergers, consolidations, recapitalizations, reorganizations or similar transactions, or any acquisitions or dispositions material to the Company, currently contemplated by the Company or that provide any ongoing material liabilities for payment obligations) that would reasonably be expected to result in of money, retention of liabilities, assets sold, indemnification or otherwise; iv. any Contract providing for the receipt payment by the Company or the Company Subsidiaries of or making of future payments an amount in excess of $100,000; (ii) each contract that grants any right of first refusal 150,000 or right of first offer or that limits the ability of the Company, any Subsidiary of to the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any Subsidiaries of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) an amount in excess of $50,000150,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any v. non-competecompetition, non-solicit, exclusivity solicitation or similar type of provision exclusive dealing Contracts or other Contracts that materially restricts restrict or limit or purport to restrict or limit in any material respect the ability of the Company or any of its Subsidiaries (including Parent upon consummation of Affiliates to solicit customers, potential employees or the Transactions) to compete manner or otherwise engage location in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) business of the Company or any of its Subsidiaries Affiliates may be conducted; vi. any Contract the benefits of which will be increased by the consummation of the transactions contemplated hereby or the value of any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 the benefits of which will be calculated on the basis of any of the Exchange Act), on transactions contemplated by this Agreement; or vii. any other Contract the other hand; (ix) each contract that obligates the Company or any termination of its Subsidiaries to indemnify any past or present directors, officerswhich, or employees of the Company or any of its Subsidiaries; (x) each material vendordefault under which, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havewould, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Effect. Each of the Material Contracts to which the Company and each of its Subsidiaries), each or any Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that Subsidiary is a party thereto and is in full force and effecteffect and is a valid and binding obligation of the Company or such Company Subsidiary, subjectand to the knowledge of the Company, as the other party thereto, enforceable against the Company or such Company Subsidiary, and to enforceabilitythe knowledge of the Company, enforceable against the other party thereto in accordance with its terms. Neither the Company, nor to Creditors’ Rights. Except as would not reasonably be expected the knowledge of the Company, any other party to havea Material Contract to which the Company or any Company Subsidiary is a party, is in breach or violation of, or in default under, any such Material Contract to which it is a party and no event has occurred that, individually or in the aggregate, with the lapse of time or the giving of notice or both would constitute a Company Material Adverse Effectdefault thereunder by the Company, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract noror, to the knowledge of the Company, is by any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractthereto.

Material Contracts. (a) Section 4.16(a4.10(a) of the Company Disclosure Letter Schedule sets forth a true true, complete and complete list, as correct list of each of the date of this Agreementfollowing Contracts to which the Company is a party or by which the Company is bound and which have not been entirely fulfilled or performed (such Contracts, of:collectively, the “Material Contracts”): (i) Each mergerall Contracts that contain restrictions with respect to payment of dividends or any other distribution in respect of the Membership Units or other Equity of the Company; (ii) any Contract that by its terms requires the payment by or on behalf of the Company in excess of $100,000 per annum or the delivery by the Company of goods or services with a fair market value in excess of $100,000 per annum or provides for the Company to receive payments in excess of $100,000 per annum; (iii) all Contracts involving a loan (other than accounts receivable owing from trade debtors in the Ordinary Course of Business) or advance to (other than travel and entertainment advances to the employees of the Company extended in the Ordinary Course of Business), business combinationor investment in, acquisitionany Person or any agreement relating to the making of any such loan, purchase, advance or investment in excess of $25,000; (iv) any Contract that (i) requires the Company to purchase any product or service in excess of $100,000 from a third party or (ii) requires that the Company deal exclusively with a third party in connection with the sale or purchase of any product or service; (v) any Contract that relates to an acquisition or divestiture contract of material assets that contains representations, covenants, indemnities or other contractual obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected could impose a Liability that is material to result in the receipt of or making of future payments in excess of $100,000Company; (iivi) each contract that grants any right of first refusal Contract under which the Company has any outstanding Indebtedness or right of first offer evidencing an Encumbrance on any property or that limits the ability asset of the Company, other than a Permitted Encumbrance; (vii) all Contracts under which any Subsidiary Person (other than the Company) has directly or indirectly guaranteed Indebtedness of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (ivviii) each employment contract to any bonds or Contracts of Guarantee in which the Company acts as a surety or a Subsidiary guarantor with respect to any obligation (fixed or contingent) of another Person; (ix) all Contracts involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, joint development or similar arrangement; (x) all Contracts involving any resolution or settlement of any actual or threatened Action under which the Company has any obligation or Liability that will continue after the Closing Date; (xi) any Contract limiting or restraining the Company or any successor thereto from engaging or competing in any manner, in any location or in any business; (xii) all Affiliate Contracts; (xiii) any Company IP Agreements as well as any Contract under which the Company is a party providing for the license of or settlement with respect to any Intellectual Property including, without limitation, the Company’s Intellectual Property (other than employment contracts that can be terminated at commercially available software and hardware) and any time with less than two days’ notice and without financial liability to Intellectual Property license agreements under which the Company or any of its Subsidiariesis currently a licensee; (vxiv) each contract containing any non-competeContract concerning the acquisition, non-solicitdisposition, exclusivity occupancy, management or similar type operation of provision any Real Property owned, leased or used by the Company; (xv) all collective bargaining agreements entered into by the Company; (xvi) any Contract providing that materially restricts the Company indemnify any Person in an amount that would be material to the Company, other than any such agreement entered into in the Ordinary Course of Business; (xvii) any Contracts with any Governmental Authority to which the Company is a party; (xviii) any Contracts that limit, in any material respect, the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or in any geographic areaarea or during any period of time; (vixix) each contract pursuant all (i) employment agreements (excluding, for certainty, any employees who are employed at will) and (ii) Contracts with independent contractors or consultants (or similar arrangements) to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party and which are not cancellable without material penalty or without more than ninety (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries);90) days’ notice; and (viiixx) each contract between any Contract to purchase, lease or among otherwise acquire the Company right to own, use or lease any Subsidiary property or assets, including such Contracts entered into by an Affiliate of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs for an amount in excess of $50,000 following 100,000, individually (in the Effective Timecase of a lease, per annum) or $150,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term); and (xixxi) each “any other Contract that is material contract” (as such term is defined in Item 601(b)(10) to the operation of Regulation S-K under the Exchange Act) business of the Company and not otherwise described in disclosed pursuant to this Section 4.16(a) with respect to the Company or any Subsidiary of the Company4.10(a). (b) CollectivelyThe Company is in material compliance with the terms and provisions of each Material Contract. The Company, and to the Knowledge of the Company, the contracts set forth in Section 4.16(a) are herein referred other party to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company any Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any of its terms. The Company has not received notice of any breach, default or notice of termination by any Person under any Material Contract. A true, complete and correct copy of each written Material Contract norhas been provided to Purchaser and a description of each verbal Material Contract is set forth in Section 4.10(a) of the Company Disclosure Schedule. (c) Each Material Contract is (i) valid and binding on the Company party thereto in accordance with its respective terms and (ii) in full force and effect. Each Material Contract (or description) sets forth the entire agreement and understanding (or complete description of the material terms, to the knowledge of as applicable), between the Company, is on one hand, and the other parties thereto, on the other hand, with respect to the subject matter thereof. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. The Company has no reason to believe any party to any such Company Material Contract will not fulfill its obligations thereunder in breach or default thereunder. Complete all material respects, and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor has not received any of its Subsidiaries has received written notice of termination or intent to terminate by any material violation of or material default under party to any Company Material Contract. (d) The Company has no Liability for the deferred purchase price of property, goods or services, whether connected or not to the acquisition of any business (earn-out or other similar type of payments) or noncompetition agreement.

Material Contracts. (a) Section 4.16(a) 2.14 of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date of this Agreement, ofof the following Contracts (each a “Material Contract”) to which the Company and each Subsidiary is a party or by which it or any of their properties, rights or assets are bound: (ia) Each mergerany Contract that provides for obligations, business combinationpayments, acquisitionLiabilities, purchaseconsideration, sale performance of services or divestiture contract that contains representations, covenants, indemnities the delivery of goods to or other obligations (including “earnout” by the Company or other contingent payment obligations) that would the Subsidiaries of any amount or value reasonably be expected to result in the receipt of or making of future payments be in excess of $100,000250,000 annually; (b) any Contract (i) not to compete in any business or geographic area, (ii) each contract that grants any Person the exclusive right to distribute products of the Company or the Subsidiaries, (iii) that grants “most favored nation” or similar preferred pricing to any Person, (iv) that grants rights of first refusal or right refusal, rights of first offer offer, rights of first negotiation or similar rights or that materially limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates the Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, securities or assets (other than provisions requiring notice of or consent v) that grants any Person a right to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of require the Company or the Subsidiaries to purchase all or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary portion of the Company is a party other than employment contracts that can be terminated at Company’s or the Subsidiaries’ requirements from any time with less than two days’ notice and without financial liability to the Company third party, or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its the Subsidiaries to indemnify provide maintenance and/or support with respect to any past or present directors, officers, or employees discontinued products of the Company or the Subsidiaries or any prior version of its any products of the Company or the Subsidiaries; (xc) each material vendorany employment agreement, supplier severance agreement, bonus agreement, indemnification agreement, consulting agreement, non-compete agreement, change-in-control or third party consulting golden parachute agreement or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after agreement with or for the Effective Time and (B) under which it is reasonably expected benefit of any employee, director or officer of the Company or the Subsidiaries whose annual total compensation exceeds $150,000; (d) any of its Subsidiaries will be required to pay fees, expenses collective bargaining agreement with any labor union or other costs collective bargaining representative; (e) any Contract related to the assignment, license or other disposition or encumbrance of Intellectual Property Rights owned or used by the Company (other than contracts or agreements for commercially available “off the shelf” software for which the Company pays fees less than $50,000 per year, or the Company’s standard customer contracts); (f) any Contract in which the ultimate contracting party is a Governmental Authority; (g) any Real Property Leases; (h) any Contract relating to Company Indebtedness or loans made by the Company, including all notes, mortgages, indentures and other obligations, guarantees of performance, agreements and instruments for or relating to any lending or borrowing (other than advances to employees for expenses in the Ordinary Course of Business or transactions with customers on credit in the Ordinary Course of Business); (i) any Contract that is a letter of credit, bond or similar arrangement running to the account of, or for the benefit of, the Company or the Subsidiaries in an amount in excess of $50,000 following the Effective Time; and250,000; (xij) each “material contract” any Contract granting any Person a Lien on all or any part of the assets of the Company, other than Liens which will be released at or prior to the Closing and Permitted Liens; (as k) any Contract with the Top Customers or Top Suppliers; (l) the Insurance Policies listed on Section 2.16 of the Disclosure Schedule; (m) any Contract governing any business acquisition or disposition, merger or similar transaction, by the Company, regardless of whether such term is defined in Item 601(b)(10transaction has yet been consummated, either (i) within the last five (5) years or (ii) pursuant to which any indemnification, earn out or other contingent or deferred payments or similar rights or obligations remain outstanding; (n) any Contract that provides for the payment of Regulation S-K under cash or other compensation or benefits upon the Exchange ActMerger and the consummation of the transactions contemplated hereby; (o) not otherwise described in this Section 4.16(a) with respect any Contract that relates to voting, transfer or other arrangements related to any equity interests of the Company or the Subsidiaries or warrants, options or other rights to acquire any Subsidiary equity interests of the Company or the Subsidiaries (other than this Agreement, the Merger and the transactions contemplated hereby); or (p) any Contract that is otherwise material to the operations and business prospects of the Company and the Subsidiaries. All of the Material Contracts are in full force and effect and constitute the valid, legal and binding obligation of the Company or the Subsidiaries, as applicable, and to the Knowledge of the Company. (b) Collectively, constitute the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, legal and binding and obligation of the other parties thereof, enforceable against each such Person in accordance with its terms on terms, subject to (i) the effect of bankruptcy, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditor’s rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law). There are no material breaches or defaults by the Company and each or the Subsidiaries under any of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceabilitythe Material Contracts or, to Creditors’ Rights. Except as the Knowledge of the Company, events which with notice or the passage of time would not reasonably be expected to haveconstitute a material breach or default by the Company or the Subsidiaries, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any such material violation of breach or material default from any other party under any of the Material Contracts. To the Knowledge of the Company, neither the Company nor its Subsidiaries have received notice from any third party to any Material Contract requesting or threatening to amend, not renew or terminate such Material Contract. The Company is not a party to any Contract with a Governmental Authority. The Company has made available to Buyer true and complete copies of all the Material Contracts, including all amendments thereto.

Material Contracts. (a) Section 4.16(a) Except as set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and as permitted pursuant to Section 6.1, neither the Company Disclosure Letter sets forth nor any of its Subsidiaries is a true and complete list, as of the date of this Agreement, of: party to or bound by (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract agreement relating to outstanding the incurring of Indebtedness (or commitments or guarantees in respect thereof) of by the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $50,000; (iv) each employment contract to which 1,000,000 in the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-competeaggregate, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between which contains provisions that restrict, or among may restrict, the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary conduct of business of the Companyissuer thereof as currently conducted (collectively, on the one hand, and “Instruments of Indebtedness”); (ii) any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (iii) any non-competition or exclusive dealing agreement, or any other agreement or obligation which purports to limit or restrict in any respect (A) the ability of the Company or its Subsidiaries to solicit customers or (B) the manner in which, or the localities in which, all or any portion of the business of the Company and its Subsidiaries or, following consummation of the transactions contemplated by this Agreement, Parent and its Subsidiaries, is or would be conducted, or any non-competition or exclusive dealing agreement, or any other agreement or obligation of the type described in (A) or (B) of this clause (iii) which following the Closing would purport to apply to Parent or any of its Affiliates other than the Company and its Subsidiaries; (iv) any agreement providing for the indemnification, in excess of $2,000,000, by the Company or a Subsidiary of the Company of any Person other than standard form indemnity provisions in agreements with customers of the Company or any of its Subsidiaries entered into in the ordinary course of business consistent with past practice; (v) any joint venture or partnership agreement; (vi) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (vii) any contract or agreement providing for any payments that are conditioned, in whole or in part, on a change of control of the Company or any of its Subsidiaries; (viii) any collective bargaining agreement; (ix) any agreement material to the Company and its Subsidiaries, taken as a whole, pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property; (x) any agreements pursuant to which the Exchange ActCompany or any of its Subsidiaries leases any material real property or leases any material real property to third parties; (xi) any contract or agreement material to the Company and its Subsidiaries, taken as a whole, providing for the outsourcing or provision of servicing of customers, technology or product offerings of the Company or its Subsidiaries; (xii) any contract relating to the supply of any material item used by the Company or a Subsidiary that is a sole source of supply; (xiii) any contract or other agreement entered into since January 1, 1997 with respect to the acquisition or divestiture of all or any portion of a business; or (xiv) any other contract or other agreement not otherwise made in the ordinary course of business consistent with past practice that (A) is not within any of the other categories described in this Section 4.16(a4.9(a) with respect but is material to the Company and its Subsidiaries taken as a whole, (B) would reasonably be expected to result in revenues, receipts, liabilities or expenditures, or otherwise involve an amount, in excess of $5,000,000 per year or (C) would reasonably be expected to materially delay or prevent the consummation of the Offer, the Merger or any Subsidiary of the transactions contemplated by this Agreement (the agreements, contracts and obligations set forth in the exhibit index of the Company’s Annual Report on Form 10-K for the fiscal year ended May 26, 2007 and the agreements, contracts and obligations listed in clauses (i) through (xiv) being referred to herein as “Company Material Contracts”). None of the Company Material Contracts contains a “most favored nation” clause or other term providing preferential pricing or treatment to a third party. Section 4.9(a) of the Company Disclosure Schedule sets forth as of the date hereof all of the Company Material Contracts. True, correct and complete copies of each Company Material Contract have been made available to Parent. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company (or, to the extent a Subsidiary of the Company is a party, such Subsidiary) and, to the knowledge of the Company, any other party thereto, and each of its Subsidiaries that is a party thereto and Company Material Contract is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, except in each case where any such breaches or defaults would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. Neither the Company nor any Subsidiary of the Company knows of, or has received written notice of, any breach or default under (nor, to the knowledge of the Company, is does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any Company Material Contract by any other party thereto except where any such violation or default would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. (c) There are no provisions in any Instrument of Indebtedness that provide any restrictions on the repayment of the outstanding Indebtedness thereunder, or that require that any financial payment (other than payment of outstanding principal and accrued interest) be made in the event of the repayment of the outstanding Indebtedness thereunder prior to expiration. “Indebtedness” means, with respect to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof Person, all obligations (including all amendments obligations in respect of principal, accrued interest, penalties, prepayment penalties, fees and modificationspremiums) of such Person (i) for borrowed money (including overdraft facilities), (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (iv) under capital leases (in accordance with GAAP), (v) in respect of letters of credit and bankers’ acceptances, (vi) under interest rate or currency swap or other derivative or hedging instruments and transactions (valued at the termination value thereof), (vii) secured by any Lien on property or assets owned by such Person, whether or not the obligations secured thereby have been furnished assumed, (viii) all obligations of such Person under any sale and lease back transaction, agreement to repurchase securities sold or otherwise made available to Parent. Neither other similar financing transaction and (ix) in the Company nor any nature of its Subsidiaries has received written notice guarantees of the obligations described in clauses (i) through (viii) above of any material violation of or material default under any Company Contractother Person.

Material Contracts. (a) Except for (i) this Agreement (and the Contracts contemplated to be entered into hereunder by the Company), (ii) contracts, arrangements or understandings to which the Company or any Company Subsidiary is a party as of the date of this Agreement (the “Contracts”) filed as exhibits to the Company SEC Reports or (iii) as set forth in Section 4.16(a3.15(a) of the Company Disclosure Letter sets forth a true and complete list(such Contracts collectively, the “Material Contracts”), as of the date of this Agreement, ofnone of the Company or any Company Subsidiary is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract any Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably is required to be expected filed by the Company pursuant to result in Item 15 of Form 10-K under the receipt of or making of future payments in excess of $100,000Exchange Act; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract Contract relating to outstanding any credit, loan or facility arrangement, guarantee or Indebtedness (whether or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether not incurred, assumed, guaranteed or secured by any assetasset of the Company or any Company Subsidiary) of more than US$2,000,000 for each such Contract individually, other than any Indebtedness between or among any of the Company and any Company Subsidiary; (iii) any joint venture Contract, strategic cooperation or partnership arrangements, or other agreement involving a sharing of profits, losses, costs or liabilities by the Company or any Company Subsidiary with any Third Party, in excess each case that is material to the business of $50,000the Company and the Company Subsidiaries taken as a whole; (iv) each employment contract all Contracts relating to which the Company purchase or a Subsidiary sale of the Company is a party any Shares or other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to securities of the Company or any Company Subsidiary that has a fair market value or purchase price of its Subsidiariesmore than US$1,000,000 under which there are material rights or obligations outstanding; (v) each contract containing any non-competeContract that limits, non-solicitor purports to limit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Company Subsidiary to compete or otherwise engage in any material line of business or with any Person person or entity or in any geographic areaarea or during any period of time; (vi) each contract any Contract prohibiting the payment of dividends or distributions in respect of the capital stock of the Company or any of its wholly owned Company Subsidiaries, prohibits the pledging of the capital stock of the Company or any wholly owned Company Subsidiary or prohibits the issuance of any guaranty by the Company or any wholly owned Company Subsidiary; (vii) any Contract providing for any indemnification, earn-out, installment or other contingent obligations or similar payments that is still in effect and could reasonably be expected to result in payment of more than US$250,000, to or from the Company or any Company Subsidiary, by or to any Third Party; (viii) any Contract providing for the acquisition from another person or disposition to another person, directly or indirectly (by merger, license or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration under such Contract (or series of related Contracts) in excess of US$5,000,000; (ix) any Contract that are license agreements material to the business of the Company and the Company Subsidiaries, taken as a whole, pursuant to which the Company or any Subsidiary of the Company may be obligated to issue Subsidiaries licenses in Intellectual Property or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which licenses out Intellectual Property owned by the Company or a such Company Subsidiary of the or Company is a party Subsidiaries (other than any such agreement solely between license agreements for commercially available software on standard terms or among non-exclusive licenses granted in the Company and its wholly-owned Subsidiariesordinary course of business); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries;; and (x) each material vendor, supplier any Contract providing for any change of control or similar payments to a third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyUS$1,000,000. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming Effect, (i) each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Material Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company or a Company Subsidiary and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectsubject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles; (ii) as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in of the aggregate, a Company Material Adverse Effect, neither the Company nor any date of its Subsidiaries is in breach or default under any Company Contract northis Agreement, to the knowledge of the Company, is any no other party is in material breach or violation of, or default under, any Material Contract; (iii) the Company and the Company Subsidiaries have not received any written claim of material default under any such Material Contract and, to the knowledge of the Company, no fact or event exists that could give rise to any such claim of material default under any Material Contract; and (iv) the Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect has not received, as of the date hereof (including all amendments and modifications) have been furnished of this Agreement, any notice in writing from any person that such person intends to or otherwise made available to Parent. Neither the Company nor terminate any of its Subsidiaries has received written notice of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Section 4.16(a) of Except for this Agreement and the Company Disclosure Letter sets forth a true and complete listother Transaction Agreements, as of the date hereof, none of this Agreement, ofCompany T or its Subsidiaries is a party to nor are any of Company T’s or its Subsidiaries’ properties or assets bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) any Contract that would reasonably be expected required to result in be filed or furnished by Company T pursuant to Item 19 and paragraph 4 of the receipt Instructions to Exhibits of or making of future payments in excess of $100,000Form 20-F under the Exchange Act; (ii) each contract that grants any Contract granting a right of first refusal or right of refusal, first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)first negotiation; (iii) each contract any Contract relating to outstanding Indebtedness (the formation, creation, operation, management or commitments or guarantees in respect thereof) control of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability companycompany or similar arrangement; (iv) any Contract for the acquisition, grantor trustsale or lease (including leases in connection with financing transactions) of material properties or assets of Company T (by merger, strategic alliance agreement purchase or sale of assets or stock or otherwise); (v) any Contract with any Governmental Entity; (vi) any Contract involving the payment or receipt of amounts by Company T or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than US$4,000,000; (vii) any non-competition Contract or other similar agreement Contract that purports to which limit, curtail or restrict in any material respect the ability of Company T or a Subsidiary any of the Company is a party (other than its Subsidiaries to compete in any such agreement solely between geographic area, industry or among the Company and its wholly-owned Subsidiaries)line of business; (viii) each contract between any Contract that contains a put, call or among the similar right pursuant to which Company T or any Subsidiary of the Companyits Subsidiaries could be required to purchase or sell, on the one handas applicable, and any officerequity interests of any Person; (ix) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of Company T or any of its Subsidiaries, director or Affiliate (other than a wholly-owned Subsidiary B) pledging of the Company) share capital of the Company T or any of its Subsidiaries or any (C) issuance 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; (ix) each contract that obligates the guaranty by Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company T or any of its Subsidiaries;; or (x) each any material vendor, supplier or third party consulting or similar contract not otherwise Company T IP Agreements other than agreements for Off-the-Shelf Software and UGC Agreements (all such Contracts described in this Section 4.16(aclauses (i) that through (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time x), and (B) under which it is reasonably expected the any Company or any of its Subsidiaries will be required to pay feesT VIE Contracts, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectivelycollectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company T Material Contracts”).” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(aExcept for Contracts relating to the Retained Assets, which will not be assumed by Acquirer, Schedule 3.15(a) of the Company Contributor Disclosure Letter sets forth a true and complete list, Schedule lists the following Contracts as of the date of this AgreementExecution Date (such Contracts, of:collectively, the “Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contracts”): (i) Each mergerany Contract between any Propane Group Entity or Inergy Sales, business combinationon the one hand, acquisitionand NRGY or any Affiliate of NRGY (other than the Propane Group Entities or Inergy Sales), purchase, sale or divestiture contract that contains representations, covenants, indemnities or on the other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000hand; (ii) each contract any Contract that grants contains any right of first refusal provision or right of first offer covenant which restricts any Propane Group Entity or that limits the ability of the Company, Inergy Sales from engaging in any Subsidiary of the Company lawful business activity or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage competing in any line of business or with any Person or in any geographic areaarea or during any period of time after the Execution Date; (iii) any Contract that relates to the creation, incurrence, assumption or guarantee of any Indebtedness by any Propane Group Entity or Inergy Sales with an aggregate principal amount exceeding $100,000; (iv) any Contract in respect of the formation of any partnership or joint venture or that otherwise relates to the joint ownership or operation of the assets owned by any of the Propane Group Entities or Inergy Sales; (v) any Contract of the Propane Group Entities or Inergy Sales that includes the acquisition or sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $5,000,000 or (B) pursuant to which any Propane Group Entity or Inergy Sales has continuing “earn-out” or similar obligations (in either case, whether by merger, sale of stock, sale of assets or otherwise); (vi) each contract pursuant to which the Company any Contract or commitment that involves a sharing of profits by any Subsidiary of the Company may be obligated to issue Propane Group Entity or repurchase Inergy Sales with any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Person; (vii) each partnershipany Contract that otherwise involves the annual payment or sale by or to any of the Propane Group Entities or Inergy Sales of more than $500,000 or 250,000 gallons of propane, joint venturerespectively, limited liability company, grantor trust, strategic alliance agreement and that cannot be terminated by the Propane Group Entities or Inergy Sales on ninety (90) days’ or less notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)further payment; (viii) all Contracts with independent contractors or consultants (or similar arrangements) to which any Propane Group Entity or Inergy Sales is a party involving annual payments in excess of $100,000 and that cannot be cancelled by such Propane Group Entity or Inergy Sales without penalty or further payment and without more than thirty (30) days’ notice; (ix) all Contracts with any Governmental Authority pursuant to which a Propane Group Entity or Inergy Sales has an obligation to sell propane in quantities that are in excess of 250,000 gallons; (x) any Contract involving annual payments in excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar rights to any Person with respect to any assets or business opportunity of any Propane Group Entity or Inergy Sales; (xi) any lease of personal property under which any Propane Group Entity or Inergy Sales is lessee (A) providing for the payment by such Propane Group Entity or Inergy Sales of annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by the Propane Group Entities or Inergy Sales of any material penalty or other further payment; (xii) any agreement for the purchase by any Propane Group Entity or Inergy Sales of propane, heating oil, distillates, materials, supplies, goods, services, equipment or other assets with a value in excess of $100,000 that cannot be terminated by such Propane Group Entity or Inergy Sales on less than ninety (90) days’ notice without the payment by such Propane Group Entity or Inergy Sales of any material penalty or other further payment; (xiii) any Contract relating to the transportation or storage of propane or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each contract between case pursuant to which any Propane Group Entity or among Inergy Sales receives annual revenues or makes annual payments in excess of $100,000; (xiv) any collective bargaining agreement to which any Propane Group Entity or Inergy Sales is a party; (xv) except for employment agreements relating to Excluded Employees, any employment agreement with a divisional president, senior vice president or Director–Fleet/Asset Management of any Propane Group Entity; (xvi) any Contract under which any Propane Group Entity or Inergy Sales is obligated to purchase or sell a specified volume of propane in excess of 250,000 gallons over the Company remaining term of such Contract, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvii) any Subsidiary Hedging Agreement; (xviii) all licenses of Intellectual Property (A) from a Propane Group Entity or Inergy Sales to any third party and (B) to a Propane Group Entity or Inergy Sales (or a Contributor Party if utilized in or for the benefit of the CompanyPropane Business) from any third party, on in each case, (1) pursuant to which any Propane Group Entity or Inergy Sales receives annual revenues or makes annual payments in excess of $100,000 and (2) excluding licenses associated with off-the-shelf software; (xix) any Contract between any of the one hand, Propane Group Entities or Inergy Sales and any officer, director or Affiliate of any of the Propane Group Entities or Inergy Sales (other than a wholly-owned Subsidiary the NRGY Entities) or any immediate family member of any of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Timeforegoing; and (xixx) each “material contract” any Contract not specified above pursuant to which any Propane Group Entity or Inergy Sales has an obligation (as such term is defined in Item 601(b)(10payment or otherwise) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyexceeding $500,000. (b) Collectively, the contracts Except as set forth in Section 4.16(aon Schedule 3.15(b) are herein referred to as of the “Company Contracts.” Except as would not reasonably be expected to haveContributor Disclosure Schedule, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract has been duly authorized made available to Acquirer, subject to the Clean Team Agreement, and (i) is enforceable on each a valid and binding obligation of the Propane Group Entity or Inergy Sales that is party thereto and (excluding the Company ii) is in full force and each of its Subsidiaries), each Company Contract is legal, valid, binding effect and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectagainst such Propane Group Entity or Inergy Sales, as to enforceabilityapplicable, and, to the Knowledge of the Contributor Parties, the other parties thereto, except in each case, as enforcement may be limited by Creditors’ Rights. Except as would not reasonably be expected to have, individually . (c) None of Inergy Sales or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract Propane Group Entities nor, to the knowledge Knowledge of the CompanyContributor Parties, is any other party to any such Company Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract is in default or breach, in any material respect, thereunder and no event has occurred that (i) with the giving of notice or the passage of time or both would constitute a breach or default thereunder. Complete and accurate copies of each Company Contract default, in effect as any material respect, by Inergy Sales or such Propane Group Entity or, to the Knowledge of the date hereof Contributor Parties, any other party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract, or (including all amendments and modificationsii) have been furnished to would permit termination, modification or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default acceleration under any Company ContractPropane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract by the counterparty thereto.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date For purposes of this Agreement, ofa “Material Contract” means any Contract (or group of related Contracts) to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound: (i) Each that is filed or required to be filed by the Company as a “material contract” under Applicable Securities Laws in Canada; (ii) that (A) purports to limit or otherwise restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any business or geographic or therapeutic area (or that, following the Arrangement, would by its terms apply such limits or other restrictions to the Parent or its Subsidiaries), (B) grants any exclusive rights, (C) contains a “most favored nation” or similar provision, (D) includes any “take or pay” or “requirements” obligation, (E) otherwise purports to prohibit or limit the right of the Company or any of its Subsidiaries to develop, license, sell or distribute any products or services or (F) that purports to limit or otherwise restrict the ability of the Company or its Subsidiaries to solicit for hire or to hire any person; (iii) (A) containing any standstill, or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another person, (B) containing a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, or otherwise acquire or transfer, as applicable, any equity interests of any person or assets that have a fair market value or purchase price of more than $100,000 or (C) relating to the acquisition or disposition of any business or any material assets other than in the ordinary course of business (whether by merger, business combinationsale of shares or assets or otherwise); (iv) that would prevent, acquisitionmaterially delay or materially impede the Company’s ability to consummate the Transactions; (v) that is between the Company or any of its Subsidiaries and any of their respective directors, purchaseofficers, sale affiliates or divestiture contract any person beneficially owning five percent (5%) or more of the outstanding Common Shares; (vi) that contains representations, covenants, indemnities involves the payment or receipt by the Company or its Subsidiaries of royalties or other obligations amounts in consideration for rights to practice any Intellectual Property of more than $100,000 in the aggregate; (including “earnout” vii) (A) for the furnishing of services or the sale of products which involves, or would reasonably be expected in the future to involve, consideration in excess of $100,000 in any 12 month period, (B) for the receipt of services by a third party or for the purchase of raw materials, commodities, supplies, products, or other contingent personal property, which involves payment obligations) that by the Company or any of its Subsidiaries of consideration in excess of $100,000 in any 12 month period or which would reasonably be expected to result involve payment by the Company or any of its Subsidiaries of consideration in excess of $100,000 in any future 12 month period during the term of such agreement except for payments to trade creditors in the receipt ordinary course of business or making (C) that provides for future payment obligations by the Company or any of its Subsidiaries of $100,000 or more related to clinical trials of Company Pharmaceutical Products; (viii) under which any of the Company or any of its Subsidiaries is a lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a third person which requires future annual payments in excess of $100,000; (ix) pursuant to which the Company or any of its Subsidiaries has entered into a partnership, joint venture, collaboration or other similar arrangement with any person (other than intercompany agreements); (x) for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $100,000; (iixi) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates pursuant to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed agrees not to make use of any material right in any Intellectual Property owned by the Company or secured by any asset) in excess of $50,000its Subsidiaries; (ivxii) each employment contract pursuant to which the Company or any of its Subsidiaries has outstanding indebtedness, or provides a Subsidiary guarantee in a principal amount in excess of $100,000 other than indebtedness to trade creditors incurred in the ordinary course of business; (xiii) containing a settlement with respect to a Proceeding (whether commenced or threatened in writing) of any nature; (xiv) which requires future payments by the Company or any of its Subsidiaries in excess of $100,000 per annum containing “change of control” or similar provisions (whether or not such payments or benefits are contingent upon the occurrence of any other event); (xv) under which the Company or its Subsidiaries have received, or are entitled to receive, payment from any person for use in the research or development of any Company Pharmaceutical Product; (xvi) under which the Company is a obligated to make future payments of over $100,000 for the research, development, or commercialization of any Company Pharmaceutical Product; (xvii) pursuant to which the Company, any of its Subsidiaries or any other party thereto has material continuing obligations, rights or interests relating to the research, development, distribution, supply, manufacture, marketing or co-promotion of, or collaboration with respect to any Company Pharmaceutical Product; (xviii) any Company Lease; (xix) any employment, contractor or consulting Contract with any Company employee with annual compensation in excess of Cdn$200,000; (xx) any Contract that provides for any change of control, severance or termination pay or other than compensation or benefits related to termination of employment contracts that can be terminated at any time with less than two days’ notice and without financial liability or services to the Company or any of its Subsidiaries; (vxxi) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance collective bargaining agreement or other similar agreement to which the Company Contract with a union, works council, trade union or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)labor relations entity; (viiixxii) each contract between any Contract with any current or among the Company former officer or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries;; or (xxxiii) each material vendorany Contract of which the Company has knowledge to which any employee, supplier consultant or third party consulting independent contractor of the Company or similar contract not otherwise described a Subsidiary is bound that in this Section 4.16(a) that any manner purports to (A) cannot be voluntarily terminated pursuant restrict such employee’s, consultant’s or independent contractor’s freedom to its terms within 60 days after the Effective Time and engage in any line of business or activity or to compete with any other Person, or (B) under assign to any other Person such employee’s, consultant’s or independent contractor’s rights to any Intellectual Property that relate to the business of the Company and its Subsidiaries. (b) Section 13(b) of the Company Disclosure Letter contains a complete and accurate list of all Material Contracts to which it is reasonably expected the Company or any of its Subsidiaries will be required is a party or by which any of their respective properties or assets are bound, and identifies each subsection of Section 13(a) that describes such Material Contract. The Company has delivered or made available to pay feesthe Parent true, expenses or other costs in excess correct and complete copies of $50,000 following the Effective Time; and (xi) each “material contract” (as such term Material Contracts, including all amendments, supplements and modifications thereto. Each of the Material Contracts is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to valid and binding on the Company or any its applicable Subsidiary and, to the knowledge of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a other party thereto and is in full force and effect. None of the Company, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract noror, to the knowledge of the Company, any other party, is in breach of, or default under, in any material respect, any Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder in any material respect by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parentthereto. Neither the Company nor any of its Subsidiaries has received any written notice of or other communication regarding any material actual or possible violation or breach of or material default under under, or intention to cancel or modify, any Company Material Contract. (c) Section 13(c) of the Company Disclosure Letter contains a complete and accurate list of all Designated Contracts.

Material Contracts. (a) Section 4.16(aSchedules 2.15(a)(i) through (xx) of the Company Disclosure Letter sets set forth a true and complete list, as list of each of the date of this Agreementfollowing Contracts to which the Company is a party, of:in each case identified by the applicable sub-section (“Material Contracts”): (i) Each merger, business combination, acquisition, purchase, sale any Contract providing for payments by 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 Seller in the receipt of or making of future payments period since January 1, 2008 in excess an aggregate amount of $100,00010,000 or more; (ii) each contract any Contract with any advertiser or agency for the purchase, licensing, or sale of any Company Products or other advertising or services, including ad insertion orders, click through agreements, or other purchasing arrangements; (iii) any Contract with any publisher with respect to the publication or display of Company Products or other advertising, and any Contract granting any third party the right to market or sell any Company Products, or relating to the advertising or promotion of the business of the Company or pursuant to which any third parties advertise on any websites operated by the Company; (iv) (1) any joint venture Contract, (2) any Contract that grants involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons (other than Contracts with Publishers identified in response to Section 2.15(a)(ii) or (3) any right Contract that involves the payment of first refusal royalties to any other Person; (v) any Contract for or right relating to the employment or service of first offer any director or officer or any other type of Contract with any of its directors or officers, as the case may be; (vi) any agreement 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, or containing any non-competition covenants or other restrictions relating to the Company Products or Company Intellectual Property; or that limits the ability freedom of the CompanyCompany to 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 Company Intellectual Property, or to make use of any Company Intellectual Property Rights; (vii) other than “shrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $1,000 or less, all licenses, sublicenses and other Contracts to which Seller is a party and pursuant to which Seller acquired or is authorized to use any Third Party Intellectual Property Rights used in the development, marketing or licensing of the Seller Products; (viii) any license, sublicense or other Contract to which Seller is a party and pursuant to which any Person is authorized to use any Company Intellectual Property; (ix) any license, sublicense or other Contract pursuant to which Company has agreed to any restriction on the right of Company to use or enforce any Company Owned Intellectual Property Rights or pursuant to which Company agrees to encumber, transfer or sell rights in or with respect to any Company Owned Intellectual Property Rights; (x) any Contracts relating to the membership of, or participation by, the Company in, or the affiliation of the Company with, any Subsidiary industry standards group or association; (xi) any Contract providing for the development of any of the any software, technology or Intellectual Property Rights, independently or jointly, either by or for Company (other than employee invention assignment agreements and consulting agreements with Authors on Company’s standard form of agreement, copies of which have been made available to Acquirer’s counsel); (xii) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by Seller in the ordinary course of business consistent with past practice; (xiii) any Contract to license or authorize any third party to manufacture or reproduce any of the Company Products or Company Intellectual Property; (xiv) any agreement containing any support, maintenance or service obligation or cost on the part of Company; (xv) any settlement agreement; (xvi) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger or other transactions contemplated hereunder, either alone or in combination with any other event; (xvii) any Contract pursuant to which the Company agrees to provide any Intellectual Property or other indemnity that is not capped at the fees paid or payable to the Company; (xviii) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or any other securities of the Company or any of their respective Affiliates options, warrants, convertible notes or other rights to own, operate, sell, transfer, pledge purchase or otherwise dispose acquire any such shares of any businessesstock, other securities or assets (options, warrants or other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereofrights therefor, except for the repurchase rights disclosed on Schedule 2.2(a) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000Disclosure Letter; (ivxix) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time Contract with less than two days’ notice and without financial liability to the Company any labor union or any of collective bargaining agreement or similar contract with its Subsidiariesemployees; (vxx) each contract containing any non-competeContract with any Governmental Entity, non-solicitany Company Authorization, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or Contract with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officersgovernment prime contractor, or employees of the Company higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or any of its Subsidiaries; task or delivery order (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyGovernment Contract”). (b) Collectively, the contracts set forth Unless otherwise provided in Section 4.16(a2.15(b) of the Company Disclosure Letter, all Material Contracts are herein referred in written form. The Company has performed all of the obligations required to as the “Company Contracts.” Except as would not reasonably be expected performed by it and, subject to havecompliance by third parties, individually or in the aggregateis entitled to all benefits under, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding not alleged to be in default in respect of, any Material Contract. Each of the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Material Contracts is in full force and effect, subjectsubject only to the effect, as if any, of applicable bankruptcy and other similar laws affecting the rights of creditors generally and rules of law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to enforceabilitythe Company or to the Company’s knowledge, with respect to Creditors’ Rights. Except as any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would not reasonably be expected to have, individually (i) become a default or in the aggregate, a Company Material Adverse Effect, neither the Company nor any event of its Subsidiaries is in breach or default under any Company Material Contract noror (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the knowledge right to accelerate the maturity or performance of any obligation of the CompanyCompany under any Material Contract, is or (D) the right to cancel, terminate or modify any Material Contract. The Company has not received any notice or other party communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any such Material Contract. The Company Contract in breach or default thereunderhas no Liability for renegotiation of Government Contracts. Complete Correct and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to or otherwise made available to Parent. Neither Acquirer prior to the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractAgreement Date.

Material Contracts. (a) Section 4.16(a) 2.19 of the Company Disclosure Letter sets forth contains a true and complete list, as list of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets all Contracts (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iiiCompany Employee Plans) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a any Company Subsidiary of the Company is a party to or bound, on the one hand, and a third party is a party to or bound, on the other than employment contracts hand, and that can be terminated at fall within any time of the following categories (each, a “Material Contract”): (a) each Contract with less than two days’ notice and without financial liability to a customer or distributor for the sale or license by the Company or any Company Subsidiary of its Subsidiariesmaterials, supplies, goods, products, services, technology or other assets involving annual payments to the Company and the Company Subsidiaries in excess of $500,000; (vb) each contract containing Contract with a supplier or other vendor for the purchase or license by the Company or any non-competeCompany Subsidiary of materials, non-solicitsupplies, exclusivity goods, products, services, technology or similar type other assets involving annual payments by the Company or the Company Subsidiaries in excess of provision that materially $500,000; (c) each Contract involving the exclusive license of Intellectual Property owned by the Company or any Company Subsidiary not terminable at the Company’s or Company Subsidiary’s election; (d) each Contract, other than any Contract listed in Section 2.9 of the Company Disclosure Letter, (i) which limits or restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Company Subsidiary to engage or to compete or otherwise engage in any line of business or with any Person generally or in any geographic area; , or (viii) each contract pursuant which could reasonably be expected to which so limit the freedom of the Company or any Subsidiary of Affiliate after the Effective Time based solely on facts attributable to the Company may be obligated or its Affiliates immediately prior to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Effective Time; (viie) each lease (whether of real or personal property) providing for annual rentals in excess of $50,000; (f) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement venture or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)arrangement; (viiig) each contract between Contract relating to the acquisition or among disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) which has any outstanding material obligation owed by or to the Company or any Subsidiary Company Subsidiary; (h) each Contract relating to Indebtedness or the deferred purchase price of property (in each case, whether incurred, assumed, guaranteed, or secured by any asset), except any such Contract with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid at the Company’s or Company Subsidiary’s election on not more than 30 days notice; (i) any development or collaboration Contract for development of products or services for the Company or any of the CompanyCompany Subsidiaries requiring payments by the Company or any of the Company Subsidiaries in excess of $100,000; (j) any Contract with any Affiliate of the Company (or any Company Subsidiary), on the one hand, and with any officer, director or Affiliate (other than a wholly-owned Subsidiary officer of the CompanyCompany or any Company Subsidiary, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; (k) any employment or consulting Contract not terminable at the option of the Company without penalty or more than 30 days notice; or (l) any employment or consulting Contract or any other Contract with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company or any of its Subsidiaries or Company Subsidiary to make any of their respective “associates” or “immediate family” members (payment as such terms are defined in Rule 12b-2 and Rule 16a-1 a result of the Exchange Act)transactions contemplated by this Agreement, on the other hand; (ix) each contract that obligates the Company termination of employment or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as both. Each such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectand is valid, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually binding and enforceable against the Company or in the aggregate, a Company Material Adverse EffectSubsidiary party thereto in accordance with its terms, neither except in each case as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Legal Requirements affecting or relating to creditors’ rights generally and principles of equity. None of the Company nor any of its Subsidiaries Company Subsidiary is in breach or default under or in material breach of any Company Contract norMaterial Contract, and to the knowledge Knowledge of the Company, is any other no third party to any Material Contract is in default under or in material breach of such Material Contract. The Company Contract in breach or default thereunderthe Company Subsidiary party thereto has performed and is performing all material obligations required to be performed by it under the Material Contracts. Complete The Company has not received any written notice of an intention to terminate any of the Material Contracts by any of the parties to any of the Material Contracts. True and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to provided or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of Acquiror (or material default under any Company ContractAcquiror’s Representatives).

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete listOther than this Agreement or as made available to Purchaser, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary none of the Company or any of their respective Affiliates the Company Subsidiaries is a party to own, operate, sell, transfer, pledge or otherwise dispose of bound by: (i) any businesses, securities or assets (other than provisions requiring notice of or consent Contract that would be required to assignment be filed by any counterparty thereto); (iii) each contract relating the Company as a “material contract” pursuant to outstanding Indebtedness (or commitments or guarantees in respect thereofItem 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) any Contract containing covenants binding upon the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries Company Subsidiary (including Parent upon or which, following the consummation of the TransactionsTransactions could materially restrict the ability of the Company) to compete or otherwise engage in any line business that is material to the Company and the Company Subsidiaries, taken as a whole, as of business the date of this Agreement, or with any Person person or in any geographic area; (vi) each contract pursuant to which , except for any such Contract that may be cancelled without penalty by the Company or any Company Subsidiary upon notice of 60 days or less; (iii) any Contract with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) any Contract with any director, officer or Affiliate of the Company may be obligated to issue or repurchase any Company Capital Stock Subsidiary (other than any Company Employee Benefit Plan); (v) any Contract for the acquisition, disposition, sale or any capital lease of material properties or assets (by merger, purchase or sale of stock or other equity interests in assets or otherwise); (vi) any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnershipemployment, joint venturedeferred compensation, limited liability companyseverance, grantor trustbonus, strategic alliance agreement retirement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among entered into by the Company or any Subsidiary of the CompanyCompany Subsidiary, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) officer of the Company or any other employee of its Subsidiaries the Company or any Company Subsidiary receiving annual cash compensation of their respective “associates” $150,000 or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)more, on the other hand; ; (ixvii) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directorsContract, officersother than Leases, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to contemplating payments by the Company or any Subsidiary of more than $250,000 in any calendar year; and (viii) each amendment, supplement or modification in respect of any of the Company. foregoing Contracts or any commitment or agreement to enter into any of the foregoing contracts. Each such Contract described in clauses (bi) Collectively, the contracts set forth in Section 4.16(athrough (viii) are herein is referred to herein as the a “Company ContractsMaterial Contract.” Except as would not reasonably be expected to have“Contract” means any agreement, individually contract, obligation, arrangement, undertaking or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries other commitment that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractlegally binding.

Material Contracts. (a) Section 4.16(a) 2.10 of the Company Disclosure Letter sets forth Schedule is a true correct and complete list, as list of the date of this Agreementfollowing currently effective Company Contracts (each, of:a “Company Material Contract” and, collectively, “Company Material Contracts”): (ia) Each merger, business combination, acquisition, purchase, sale or divestiture contract each Company Contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in constitutes the receipt of or making of future payments in excess of $100,000Company Leases and the Company Ancillary Lease Documents; (iib) each contract that grants any right Company Contract for the purchase of first refusal materials, supplies, goods, services, equipment or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or other assets (other than provisions requiring notice of or consent to assignment for annual payments by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries of, or pursuant to which in the last year the Company or any of its Subsidiaries paid, in the aggregate, $500,000 or more; (c) each Company Contract for the sale of materials, supplies, goods, services, equipment or other assets for annual payments to the Company of, or pursuant to which in the last year the Company or any of its Subsidiaries received, in the aggregate, $500,000 or more; (d) each Company Contract that relates to any partnership, joint venture, strategic alliance or other similar Contract; (e) each Company Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except for Contracts relating to Indebtedness in an amount not exceeding $500,000 in the aggregate; (f) each Company Contract that provides for any employment, severance, retention, transaction bonus, change in control, consulting or other similar agreement between: (i) the Company or any of its Subsidiaries, on the one hand, and (ii) any employee, director or other individual service provider of the Company or its Subsidiaries, on the other hand, other than any such Contract that is terminable “at will” or without any obligation in excess of $50,000100,000 on the part of the Company or any of its Subsidiaries to make any severance, bonus, termination, change in control or similar payment or to provide any other benefit with a value in excess of $100,000 (other than benefits required to be provided by applicable Law); (ivg) each employment contract to Company Contract which by its terms limits in any respect (i) the localities in which all or any significant portion of the business and operations of the Company or a Subsidiary any Affiliate of the Company is a party other than employment contracts (which will include Parent after the Effective Time), or (ii) the right of the Company or any Affiliate of the Company (which will include Parent after the Effective Time) to compete with any Person; (h) each Company Contract in respect of any Company Intellectual Property that can be terminated at provides for annual payments of, or pursuant to which in the last year the Company or any time with less than two days’ notice and without financial liability to of its Subsidiaries paid or received, in the aggregate, $500,000 or more; (i) each Company Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any of its Subsidiaries; (vj) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or Contract with any Person or geographic areaGovernmental Authority; (vik) each contract pursuant to which the Company Contract with (a) an executive officer or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” such executive officer’s or “director’s immediate family” members family members, (as such terms are defined in Rule 12b-2 and Rule 16a-1 b) an owner of more than five percent (5%) of the Exchange voting power of the outstanding capital stock of the Company, or (c) to the Knowledge of the Company, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than the Company or any of its Subsidiaries), on the other hand; (ixl) each contract Company Contract that obligates gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other Contemplated Transactions; (m) each Company Contract relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of the Company or any of its Subsidiaries or for the grant to indemnify any past or present directors, officers, or employees Person of the Company or any preferential rights to purchase any of its Subsidiaries;assets, other than in the Ordinary Course of Business; or (xn) any other each material vendor, supplier Company Contract (or third party consulting group of related agreements) the performance of which requires aggregate payments to or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected from the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and 500,000. The Company has delivered or made available to Parent accurate and complete (xiexcept for applicable redactions thereto) each “material contract” (copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Except as such term is defined in Item 601(b)(10) set forth on Section 2.10 of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or Disclosure Schedule, neither the Company nor any Subsidiary of Parent has, nor, to the Knowledge of the Company. (b) Collectively, any other party to a Company Material Contract, has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the contracts set forth material terms or conditions of any Company Material Contract in Section 4.16(a) are herein referred to as the “Company Contracts.” Except such manner as would not permit any other party to cancel or terminate any such Company Material Contract, which has had or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Effect. As to the Company and each of its Subsidiaries), as of the date of this Agreement, each Company Material Contract is legal, valid, binding binding, enforceable and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectsubject to: (i) Laws of general application relating to bankruptcy, as to enforceabilityinsolvency and the relief of debtors; and (ii) rules of Law governing specific performance, to Creditors’ Rightsinjunctive relief and other equitable remedies. Except as would The consummation of the Contemplated Transactions will not reasonably be expected to have, individually (either alone or upon the occurrence of additional acts or events) result in the aggregate, a Company Material Adverse Effect, neither any material payment or payments becoming due from the Company nor or the Surviving Corporation to any of its Subsidiaries is in breach or default Person under any Company Material Contract nor, or give any Person the right to terminate or materially alter the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice provisions of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Except as disclosed in Section 4.16(a) 3.18 of the Company Disclosure Letter sets forth Letter, neither the Company nor any of its subsidiaries or Affiliated Entities is a true and complete list, as of the date of this Agreement, of: party to or bound by (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K S‑K promulgated under the Exchange Securities Act), (ii) not otherwise described any contract that materially restricts the Company or any of its subsidiaries of Affiliated Entities (or purports to restrict their respective affiliates) from engaging or competing in this Section 4.16(aany line of business or in any geographic area, or which would so restrict the Company or any of its subsidiaries or Affiliated Entities (or purports to restrict their respective affiliates) with respect following a change in control of the Company, (iii) any partnership, joint venture or other similar agreement or arrangement to which the Company or any of its subsidiaries or Affiliated Entities is a party and that is material to the Company or any Subsidiary of its subsidiaries or Affiliated Entities, (iv) any customer contract that contains exclusivity or “most favored nation” obligations or similar restrictions binding on the Company or any of its subsidiaries or Affiliated Entities, (v) any contract granting any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or any of its subsidiaries or Affiliated Entities to a person other than the Company or any of its subsidiaries or Affiliated Entities, (vi) any contract (other than those related to ordinary course of business employment or incentive arrangements that are listed on Section 3.14(a) of the Company Disclosure Letter) that involves any director, executive officer or 5% or greater shareholder of the Company or any of its subsidiaries or Affiliated Entities (or, to the knowledge of the Company. , any of his or her or its affiliates or associates), including all master services agreements and succession agreements involving any Affiliated Entity, (bvii) Collectivelyany license agreement or other material agreement (other than non-exclusive license agreements entered into with customers in the ordinary course of business consistent with past practice) related to Intellectual Property (each such contract, the contracts set forth in Section 4.16(a) are herein referred to as the a “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Material Contract”). Each Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding to which the Company and each or any of its Subsidiaries)subsidiaries or Affiliated Entities is a party or by which they are bound is (a) a valid and binding obligation of the Company or one of its subsidiaries or Affiliated Entities, each Company Contract as applicable, and, to the knowledge of the Company, is legal, valid, binding in full force and effect and enforceable against the other party or parties thereto in accordance with its terms on (except to the extent that any Company Material Contract expires or has expired in accordance with its terms), and each (b) to the knowledge of its Subsidiaries that is the Company, a party valid and binding obligation of the other parties thereto and is in full force and effecteffect and enforceable against such other parties in accordance with its terms, subjectexcept, as to enforceabilityin each case, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; provided, neither the Company nor any however, that (x) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (y) equitable remedies of its Subsidiaries is in breach or default under any Company Contract nor, specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the knowledge discretion of the Company, is court before which any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parentproceeding therefor may be brought. Neither the Company nor any of its Subsidiaries subsidiaries or Affiliated Entities has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respect the terms of any material violation such Company Material Contract. Neither the Company nor any subsidiary or Affiliated Entity of the Company is in breach of or material default under the terms of any Company ContractMaterial Contract where such breach or default would have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Company Material Contract is in material breach of or default under the terms of any Company Material Contract where such material breach or default would have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Reports or as set forth in Section 4.16(a) 3.15 of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date hereof, none of this Agreement, ofthe Company or its Subsidiaries is a party to nor are any of the Company’s or its Subsidiaries’ properties or assets bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) any Contract that would reasonably be expected required to result in be filed by the receipt Company pursuant to Item 19 and paragraph 4 of or making the Instructions to Exhibits of future payments in excess of $100,000Form 20-F under the Exchange Act; (ii) each contract that grants any right Contract relating to the formation, creation, operation, management or control of first refusal a partnership, joint venture, limited liability company or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)similar arrangement; (iii) each contract any Contract involving the payment or receipt of amounts by the Company or its Subsidiaries, or relating to outstanding Indebtedness indebtedness for borrowed money or any financial guaranty, of more than US$10,000,000; (iv) any non-competition Contract or commitments other Contract that purports to limit, curtail or guarantees restrict in any material respect thereof) the ability of the Company or any of its Subsidiaries (whether incurredto compete in any geographic area, assumed, guaranteed industry or secured by any asset) in excess line of $50,000business; (ivv) each employment contract any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a Subsidiary fair market value or purchase price of more than US$10,000,000; (vi) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company is a party other than employment contracts that can be terminated at or any time with less than two days’ notice and without financial liability to of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guaranty by the Company or any of its Subsidiaries; (vvii) each contract containing any nonCompany IP Agreements other than agreements for Off-compete, nonthe-solicit, exclusivity or similar type of provision that materially restricts the ability of Shelf Software; and (viii) any Contract between the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) executive officer of the Company or any of its Subsidiaries Person beneficially owning five percent or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 more of the Exchange Act), on the other hand; (ix) each contract that obligates the outstanding Company or any of its Subsidiaries Shares required to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated disclosed pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company Item 7B or any Item 19 of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation SForm 20-K F under the Exchange Act) not otherwise Act (all such Contracts described in this Section 4.16(aclauses (i) with respect to through (viii) collectively, the Company or any Subsidiary of the Company“Material Contracts”). (b) Collectively, Each of the contracts set forth in Section 4.16(a) are herein referred to as Material Contracts constitutes the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect valid and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding legally binding obligation of the Company and each of or its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability. There is no default under any Material Contract so listed either by the Company or, to Creditors’ Rights. Except the Company’s knowledge, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or, to the Company’s knowledge, any other party, in each case except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other . (c) No party to any such Material Contract has given notice to the Company Contract in of or made a claim against the Company with respect to any material breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except for this Agreement, as set forth in Section 4.16(a) 3.21 of the Company Disclosure Letter sets forth a true Schedule and complete listCompany Benefit Plans, as of the date of this Agreementhereof, ofneither the Company nor any Company Subsidiary is a party to or bound by any Contract that: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under promulgated by the Exchange ActSEC); (ii) not otherwise described would, after giving effect to the Merger, materially limit or materially restrict the Surviving Corporation or any Company Subsidiary or any successor thereto, from engaging or competing in this Section 4.16(a) any line of business that it currently engages in or is a reasonable extension thereof (including with respect to Parent after the Effective Time) or in any geographic area (including through exclusivity, non-solicitation or “most favored nation” provisions with respect to customers); (iii) limits or otherwise restricts the ability of the Company or any Company Subsidiary to pay dividends or make distributions to its shareholders; (iv) (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement or commitment that provides for or relates to any Indebtedness of the CompanyCompany or any Company Subsidiary, including any sale and leaseback transactions or other similar financing arrangements or (B) provides for the guarantee, support, indemnification, assumption or endorsement by the Company or any Company Subsidiary of, or any similar commitment by the Company or any Company Subsidiary with respect to, the obligations, liabilities or Indebtedness of any other Person of the nature described in clause (A), in the case of each of clauses (A) and (B), in the principal amount of $100,000,000 or more; (v) is a settlement, consent or similar Contract to resolve litigation and that contains any material continuing obligations of the Company or any Company Subsidiary; (vi) is a collective bargaining agreement, work rules or other agreement with any Union; (vii) (A) is a joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any Joint Venture of the Company (other than any such Contract solely among any of the Company and the wholly owned Company Subsidiaries), in each case, that is material to the Company and the Company Subsidiaries taken as a whole or (B) is a shareholder or stockholder agreement between the Company or any Company Subsidiary, on the one hand, and any other Person, on the other hand; (viii) grants any right of first refusal, right of first offer, or right of first negotiation with respect to any assets, rights or properties of the Company or the Company Subsidiaries that are material to the Company and the Company Subsidiaries taken as a whole; or (ix) relates to any past or pending acquisition or disposition of any Person, business or assets constituting a business and under which the Company or the Company Subsidiaries have any material continuing guarantee, “earnout” or other contingent, deferred or fixed payment obligations. (b) CollectivelyEach Contract of the type described in this Section 3.21, the contracts whether or not set forth in on Section 4.16(a) are herein 3.21 of the Company Disclosure Schedule and whether or not entered into on or prior to the date hereof, is referred to herein as the a “Company ContractsMaterial Contract.” Except The Company has made available to Parent true, correct and complete copies of each Company Material Contract in effect as would of the date hereof (other than any Contracts publicly available and filed as exhibits to the Company SEC Documents prior to the date of this Agreement), excluding any schedules, annexes, exhibits, work orders, statements of work or other ancillary documents with respect to any such Company Material Contracts that are no longer in force or effect or do not reasonably be expected to havecontain terms that are, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding material to the Company and each of its the Company Subsidiaries), each taken as a whole. (c) Each Company Material Contract is legal, valid, a valid and binding and obligation of the Company or the Company Subsidiary party thereto enforceable against the Company or such Company Subsidiary in accordance with its terms on (except that such enforcement may be subject to the Company Bankruptcy and Equity Exceptions) and, to the Company’s Knowledge, each of its Subsidiaries that is a other party thereto thereto, and is in full force and effect, subject, as and each of the Company and each of the Company Subsidiaries which is a party thereto has performed in all material respects all obligations required to enforceabilitybe performed by it to the date hereof under each Company Material Contract and, to Creditors’ Rights. Except the Company’s Knowledge, each other party to each Company Material Contract has performed in all material respects all obligations required to be performed by it under such Company Material Contract, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has no Knowledge of, neither and none of the Company nor or any Company Subsidiary has received notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract to which it is a party or by which it or any of its Subsidiaries properties or assets is bound, except for violations or defaults that would not reasonably be expected to have, individually or in breach or default under any the aggregate, a Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractMaterial Adverse Effect.

Material Contracts. (a) Except for the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and the Contracts listed in Subsections (i) through (xxi) of Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this AgreementOriginal Execution Date, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) none of the Company or any of its Subsidiaries is a party to or bound by the following Contracts: (whether incurredi) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, assumedcreation, guaranteed operation, management or secured by control of any assetSubsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in excess the ordinary course of $50,000business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) each any Contract involving Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business; (xii) any Contract for the employment contract of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a Subsidiary fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$5,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xv) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company is a party other than employment contracts that can be terminated at or any time with less than two days’ notice and without financial liability to of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (vxvi) each contract containing any non-competeContract providing for (A) a license, non-solicitcovenant not to ▇▇▇ or other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries, exclusivity (B) a license, covenant not to ▇▇▇ or similar type of provision that materially restricts the ability of other right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, (including Parent upon consummation C) an indemnity of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which person by the Company or any Subsidiary of the Company may be obligated to issue its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or repurchase violation of any Company Capital Stock Intellectual Property right, or (D) any capital stock royalty, fee or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which amount payable by the Company or a Subsidiary any of its Subsidiaries to any person by reason of the Company is a party ownership, use, sale or disposition of Intellectual Property, in each case of clauses (A) through (D), other than any agreements for off-the-shelf Software and such agreement solely between or among Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its wholly-owned Subsidiaries)Subsidiaries in the ordinary course of business; (viiixvii) each contract any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any Subsidiary of the Companyits Subsidiaries, on the one hand, and any officer, director or Affiliate of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a wholly-owned Subsidiary majority of the Companyequity interests (each, an “Operating Subsidiary”), (B) of provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any of their respective “associates” Operating Subsidiary, or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Exchange Act), on the other handCompany; (ixxx) each contract that obligates any Contract between the Company or any of its Subsidiaries to indemnify and any past director or present directors, officers, or employees executive officer of the Company or any person beneficially owning five percent or more of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot the outstanding Shares required to be voluntarily terminated disclosed pursuant to its terms within 60 days after Item 7B or Item 19 of Form 20-F under the Effective Time and Exchange Act (B) under which it is reasonably expected the Company or any of its Subsidiaries will including those that would be required to pay fees, expenses or other costs in excess be disclosed if the Form 20-F were filed as of $50,000 following the Effective TimeOriginal Execution Date); andor (xixxi) each “material contract” (as any other Contract which, if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise Contract described in this Section 4.16(aclauses (i) with respect to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the Company or any Subsidiary of the CompanySEC Reports is referred to herein as a “Material Contract.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Material Contract is a legal, neither valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company nor any of its Subsidiaries is in breach or default under any Company Contract norand, to the knowledge of the Company, no counterparty, is any other party or is alleged to any such Company Contract be in breach or violation of, or default thereunder. Complete and accurate copies of each Company Contract in effect as under, any Material Contract; (iv) to the knowledge of the date hereof Company, no person intends to terminate any Material Contract; and (including all amendments and modificationsv) have been furnished none of the execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent. Neither the Company nor Parent true and complete copies of all Material Contracts, including any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractamendments thereto.

Material Contracts. (a) Section 4.16(a) For all purposes of the Company Disclosure Letter sets forth a true and complete list, as of the date of under this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including a “earnoutMaterial Contract” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants shall mean any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of following to which the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge its Subsidiaries is a party or otherwise dispose of by which any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries are bound as of the date of this Agreement: (whether incurredi) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) any Contract (or group of related Contracts with the same Person or its Affiliates), assumedother than any Lessor Lease and any other lease, guaranteed license or secured development, redevelopment or construction Contract, involving (A) the payment or receipt of amounts by the Company or any assetof its Subsidiaries of more than $1,000,000 in any calendar year or more than $5,000,000 in the aggregate or (B) future payments (including by way of acceleration) of more than $1,000,000 in any calendar year that are conditioned on, in whole or in part, or required in connection with, the consummation of any of the Transactions; (iii) any Contract relating to Indebtedness in excess of $50,0003,000,000 or mortgaging, pledging or otherwise placing a Lien on any of the assets of the Company or its Subsidiaries with a value in excess of $3,000,000, restricting the payment of dividends or other distributions of assets by any of the Company or its Subsidiaries or providing for the guaranty of Indebtedness of any Person in excess of $3,000,000; (iv) each employment contract any Contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or a any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests or assets of any Person; (v) other than with respect to any wholly-owned Subsidiary of the Company, any partnership, limited liability company, joint venture, strategic alliance or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company, joint venture or strategic alliance that is material to the Company or any of its Subsidiaries, or in which the Company, directly or indirectly, owns more than a two percent voting or economic interest; (vi) except for indemnification, compensation, employment or other similar arrangements between the Company or any of its Subsidiaries, on the one hand, and any current or former director or officer thereof, on the other hand, any Contract to which the Company or any of its Subsidiaries is a party that would be required to be disclosed pursuant to Item 404 of Regulation S-K under the Securities Act in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders; (vii) any Contract containing a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries’ has ongoing obligations to not acquire assets or securities of any other than employment contracts party and, to the extent not entered into in the ordinary course of business or in connection with any Lessor Lease or other lease, license, development, redevelopment, construction or other commercial Contract, any Contract under which the Company or any of its Subsidiaries has material ongoing indemnification obligations; (viii) any Contract (A) that can would or would be terminated at reasonably expected to prevent or materially impede or delay the Company’s ability to consummate the Transactions or (B) under which a sale of a majority of the consolidated assets of the Company and its Subsidiaries, taken as a whole, would require a payment by, result in a breach or constitute a default by, or result in the termination, acceleration or loss of any time with less than two days’ notice and without financial liability to benefit of, the Company or any of its Subsidiaries; (vix) each contract containing any non-compete, non-solicit, exclusivity competition Contract or similar other Contract that (A) limits or purports to limit in any material respect the type of provision that materially restricts business in which the ability Company or its Subsidiaries (or, after the Effective Time, Parent or its Affiliates) may engage, or the manner or locations in which any of them may so engage in any business, (B) could require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Affiliates or (C) prohibits or limits the right of the Company or any of its Subsidiaries (including Parent upon consummation to use, transfer, license, distribute or enforce any of their respective Company Intellectual Property, other than limitations on enforcement arising from non-exclusive licenses of Company Intellectual Property entered into in the Transactions) to compete or otherwise engage in any line ordinary course of business or with any Person or geographic areabusiness; (vix) each any swap, cap, floor, collar, futures contract, forward contract, option and any other derivative financial instrument, contract or arrangement, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, other than (i) Contracts related to the purchase of raw materials or inventory in the ordinary course of business (ii) Contracts relating to the hedging of utility expenses; (xi) any Contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company its Subsidiaries is a party (other than under which any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among third Person has granted to the Company or any Subsidiary of the Companyits Subsidiaries, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries has granted to any third Person, any license, covenant or other rights to or under Intellectual Property (other than software license agreements for any third-party off-the-shelf generally commercially available software for no fee or an aggregate license fee of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Actless than $500,000 per year), on the other hand; (ixxii) each contract any Contract that obligates provides for the acquisition or disposition, directly or indirectly (by merger or otherwise) of assets or capital stock (A) for aggregate consideration under such Contract in excess of $1,000,000 or (B) pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or other contingent payment obligations; (xiii) any Contract relating to indemnify settlement of any past administrative or present directorsjudicial proceedings, officersin each case, individually in excess of $1,000,000 or employees which otherwise provides for equitable relief, under which there are outstanding obligations (including settlement agreements) of the Company or any of its Subsidiaries; (xxiv) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant any Lessor Lease providing for annual payments to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time2,000,000 in aggregate annual base rent for calendar year 2015 and any Lessee Leases; and (xixv) each “material contract” (as such term is defined in Item 601(b)(10) any Contract, or group of Regulation S-K under related Contracts with the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company same Person or any Subsidiary of the Company. (b) Collectivelyits Affiliates, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as termination or breach of which would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto not disclosed pursuant to clauses “(excluding i)” through “(xiv)”above or any commitment or agreement to enter into any of the foregoing. (b) Section 3.12(b) of the Company Disclosure Letter sets forth a complete and each accurate list of all Material Contracts to which the Company or any of its Subsidiaries), each Company Subsidiaries is a party as of the date of this Agreement. True and complete copies of all such Material Contracts (including all exhibits and schedules thereto) have been (i) publicly filed with the SEC and are publicly available as of the date hereof or (ii) made available to Parent. (c) Each Material Contract is legal, valid, valid and binding and enforceable in accordance with its terms on the Company and (and/or each such Subsidiary of its Subsidiaries that is a the Company party thereto thereto) and, to the Knowledge of the Company, each other party thereto, and is in full force and effect, subjectenforceable against the Company or each such Subsidiary of the Company party thereto, as the case may be, in accordance with its terms, subject to enforceabilitythe Enforceability Limitations, and neither the Company nor any of its Subsidiaries that is a party thereto, nor, to Creditors’ Rightsthe Knowledge of the Company, any other party thereto, is in breach in any material respect of, or default in any material respect under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, or permit termination, material modification or acceleration by any third party thereunder. Except as would not reasonably be expected to have, individually or in As of the aggregate, a Company Material Adverse Effectdate hereof, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received any written notice of termination or cancellation under any Material Contract or received any written notice of breach in any material violation of respect or any default in any material default respect under any Company ContractMaterial Contract which breach has not been cured.

Material Contracts. (a) Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true Schedule lists each of the following Contracts of BSC and complete listthe Sellers with respect to the Business or by which any of the Purchased Assets may be bound (such Contracts, as whether listed or required to be listed, being the “Material Contracts”): (i) any Contract for the distribution or sale of Products by the Business, which involved consideration or payments in excess of $250,000 in the aggregate during the year ended December 31, 2009 or contemplates or involves consideration or payments in excess of $250,000 after the date of this Agreement, of:; (iii) Each merger, business combination, acquisition, purchase, sale all Contracts with independent contractors or divestiture contract that contains representations, covenants, indemnities consultants (or other obligations (including “earnout” or other contingent payment obligationssimilar arrangements) that would reasonably be expected to result in the receipt of or making of future involve annual payments in excess of $100,000; (ii) each contract that grants any right 150,000, or in the case of first refusal Contracts with U.S. health care professionals $75,000, and are not cancelable without penalty or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other further payment and without more than provisions requiring notice of or consent to assignment by any counterparty thereto)60 days’ notice; (iii) each contract relating to outstanding Indebtedness (any Contract for the purchase of materials, supplies, goods, services, equipment or commitments or guarantees in respect thereof) of the Company other assets providing for annual payments by BSC or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess Seller of $50,000250,000 or more and is not cancelable without penalty or further payment and without more than 60 days’ notice; (iv) each employment contract to which the Company any employee collective bargaining Contract with any labor union, staff association, works council or a Subsidiary other body of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiariesemployee representatives; (v) each contract containing any non-competelease for personal property providing for annual rentals payable by BSC or any Seller of $250,000 or more and is not cancelable without penalty or further payment and without more than 60 days’ notice; (vi) any Contract concerning the establishment or operation of a partnership, non-solicit, exclusivity joint venture or limited liability company or other similar type agreement or arrangement; (vii) all Transferred IP Agreements; (viii) all leases in respect of provision the Leased Real Property and the Cork Purchaser Leased Facility; (ix) all Contracts that materially restricts limit or purport to limit the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) Business to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary geographic area or during any period of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiariestime; (x) each any Contract creating or granting a material vendorEncumbrance (other than Permitted Encumbrances) on any Purchased Asset; (xi) any other Contract with respect to the Business not made in the ordinary course of business which involved payments to or by BSC or any Seller in excess of $250,000 in the aggregate during the year ended December 31, supplier 2009 or third party consulting contemplates or similar contract not otherwise described involves payments to or by BSC or any Seller in excess of $250,000 in any 12 month period after the date of this Section 4.16(aAgreement; and (xii) that (A) cannot be voluntarily terminated all material Contracts pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company BSC or any of its Subsidiaries will be required to pay fees, expenses or other costs Affiliates provides services in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyBusiness. (b) CollectivelyBSC has delivered to Purchaser true and complete copies (including all amendments, the contracts set forth in Section 4.16(amodifications and waivers thereto) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to haveof each written Material Contract, individually or in the aggregate, and a Company description of each oral Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiariesif any), each Company . Each Material Contract (i) is legal, validvalid and binding on one or more of BSC and the Sellers and, binding and enforceable in accordance with its terms on to the Company and each Knowledge of its Subsidiaries that is a party thereto BSC, the counterparties thereto, and is in full force and effecteffect and (ii) upon consummation of the transactions contemplated by this Agreement, subjectexcept to the extent that any consents set forth in Section 3.02 of the Disclosure Schedule are not obtained, as to enforceability, to Creditors’ Rightsshall continue in full force and effect without penalty or other adverse consequence. Except as would not reasonably be expected to have, individually None of BSC or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries Sellers is in breach of, or default under under, any Company Material Contract norto which it is a party and, to the knowledge Knowledge of the CompanyBSC, is any (i) no other party to any such Company Material Contract is in breach of, or default thereunder. Complete under, any Material Contract and accurate copies (ii) no event has occurred which with notice or lapse of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to time would constitute a breach or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of default, or material default would permit termination, modification or acceleration, under any Company such Material Contract.

Material Contracts. (a) Except for Contracts that are filed as an exhibit to a Company SEC Report, Section 4.16(a5.18(a) of the Company Disclosure Letter sets forth a true contains an accurate and complete list, list of the following Contracts to which the Company or the Company Subsidiary is a party or by which it is bound as of the date hereof (each such Contract, whether or not set forth in such section of this Agreementthe Company Disclosure Letter, of:a “Material Contract”): (i) Each mergereach Contract (A) relating to the employment of, business combinationor the performance of services by, acquisitionany director, purchaseofficer, sale employee or divestiture contract that contains representationsindividual Contractor, covenants, indemnities requiring or other obligations (including “earnout” otherwise involving the payment by the Company or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments Company Subsidiary in excess of $100,000250,000 in the fiscal year ended December 31, 2012, (B) the terms of which obligate or may in the future obligate the Company or the Company Subsidiary to make any severance, termination or similar payment to any current or former employee in excess of $250,000, or (C) pursuant to which the Company or the Company Subsidiary may be obligated to make any bonus or similar payment to any current or former employee or director in excess of $250,000; (ii) each contract that grants Contract (A) materially limiting the freedom or right of the Company or the Company Subsidiary (or, after the Acceptance Time, Parent or any of its Affiliates) to engage in any line of business, including the research, development and commercialization of the Company Products, to make use of any material Company Intellectual Property or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) or exclusivity obligations, (C) granting any right of first refusal or refusal, right of first offer or that similar right or (D) containing any other term, condition or clause that, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company, any Subsidiary of Company or the Company or any of their respective Affiliates Subsidiary to own, operate, manufacture, sell, distribute, transfer, pledge or otherwise dispose of any businessesmaterial assets or business of the Company or the Company Subsidiary (or, securities after the Acceptance Time, Parent or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoits Affiliates); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000Related Party Transaction; (iv) each employment contract to which Contract that provides for indemnification (or reimbursement or advancement of legal fees or expenses) of any current or former officer, director or employee of the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its SubsidiariesSubsidiary; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of Lease under which the Company or the Company Subsidiary leases, subleases or licenses any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areareal property; (vi) each contract Contract requiring or otherwise involving the potential payment by or to the Company or the Company Subsidiary of more than (A) $500,000 in any fiscal year or (B) $1,000,000 in the aggregate, in each case, except for those that are terminable by the Company or the Company Subsidiary, without cost or penalty, on 90 days’ or less notice; (vii) each Contract (A) in which the Company or the Company Subsidiary have agreed to purchase a minimum quantity of goods relating to any product or product candidate or (B) pursuant to which the Company or any the Company Subsidiary has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) Subsidiary, in each partnershipcase, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which except for those that are terminable by the Company or a Subsidiary of the Company is a party (other than any such agreement solely between Subsidiary, without cost or among the Company and its wholly-owned Subsidiaries)penalty, on 90 days’ or less notice; (viii) each contract between or among Contract for the Company or disposition of any Subsidiary significant portion of the Company, on the one hand, and any officer, director assets or Affiliate (other than a wholly-owned Subsidiary of the Company) business of the Company or any of its Subsidiaries the Company Subsidiary or any agreement for the acquisition, directly or indirectly, of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 a material portion of the Exchange Actassets or business of any other Person (whether by merger, sale of stock or assets or otherwise), on the other hand; (ix) each contract that obligates the Company Contract creating or governing any of its Subsidiaries to indemnify any past joint venture, partnership, strategic alliance, collaboration or present directors, officers, or employees of the Company or any of its Subsidiariessimilar arrangement; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated Contract pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or the Company Subsidiary has been granted by any Person any license to any Intellectual Property, or any other option, covenant not to ▇▇▇, non-assertion protection, freedom from suit, release, or settlement in respect of Intellectual Property, in each case if material with respect to any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; andCompany Products (provided that the foregoing does not include any licenses for off-the-shelf personal computer software that are commercially available under non-discriminatory pricing terms on a retail basis); (xi) each Contract that relates to the supply or manufacturing of any Company Product requiring or otherwise involving the potential payment by or to the Company or the Company Subsidiary of more than (A) $100,000 in any fiscal year or (B) $500,000 in the aggregate, except for those relating exclusively to routine office and scientific supplies; (xii) each Contract (other than trade debt incurred in the ordinary course of business consistent with past practice) related to (A) borrowed money and any guarantees thereof or (B) the granting of material Liens over the property or assets of the Company or the Company Subsidiary; (xiii) each Contract under which the Company or the Company Subsidiary have, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person other than the Company Subsidiary, in each case in an amount in excess of $500,000; (xiv) each Contract containing a standstill or similar obligation (which remains in effect) pursuant to which any Affiliate of the Company may be prohibited or otherwise restricted from acquiring assets or securities of another party or any of its Affiliates; (xv) each Contract under which the Company or the Company Subsidiary has expressly agreed to indemnify any Person against any claim of infringement, misappropriation, or violation of the Intellectual Property rights of a third person arising from the practice of Company Intellectual Property, other than Contracts entered into in the ordinary course of business consistent with past practice; (xvi) each Contract that would prohibit or materially delay the consummation of the Transactions or otherwise materially impair the ability of the Company to perform its obligations hereunder; and (xvii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Securities Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company). (b) Collectively, Each of the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and Contracts is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and in full force and effect and is enforceable in accordance with its terms on by the Company and each of its Subsidiaries that is a the Company Subsidiary party thereto thereto, subject to the Bankruptcy and Equity Exception. Neither the Company nor the Company Subsidiary is in full force and effectmaterial default under any Material Contract, subject, as to enforceabilitynor, to Creditors’ Rightsthe knowledge of the Company, does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder by the Company and the Company Subsidiary party thereto. Except as To the knowledge of the Company, no other party to any Material Contract is in material default thereunder, nor does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder of such other party. Neither the Company nor the Company Subsidiary has received any written notice of termination or cancellation under any Material Contract or received any written notice of breach or default under any Material Contract, which breach or default has not been cured, except for such terminations, cancellations, breaches or defaults that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the . The Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise has made available to Parent. Neither Parent or its Representatives accurate and complete copies of all of the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractMaterial Contracts.

Material Contracts. (ai) Except for this Agreement, Section 4.16(a3.01(o) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this the Original Agreement, and the Company has made available to Parent true and complete copies of: (iA) Each mergereach contract, business combinationlease, acquisitionlicense, purchasenote, sale or divestiture contract that contains representations, covenants, indemnities bond or other obligations agreement (including each, a “earnout” or other contingent payment obligationsContract”) that would reasonably be expected required to result in be filed by the receipt Company as a “material contract” pursuant to Item 601(b)(10) of or making of future payments in excess of $100,000Regulation S-K under the Securities Act; (iiB) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companyemployment, any Subsidiary of the Company or any of their respective Affiliates to ownconsulting, operateseverance, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of termination and indemnification Contract between the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed and director or secured by officer of the Company or any asset) such Subsidiary or other employee earning cash compensation in excess of $50,000100,000 per year; (ivC) each employment contract Contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; Subsidiaries is a party that (vI) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete in any business or otherwise engage with any person in any line of business or with to offer, sell, license, supply or distribute any Person service or geographic area; product, or (viII) each contract pursuant grants exclusive rights to which any person, except for any such Contract that may be canceled, without material penalty or other liability to the Company or any Subsidiary of the Company may be obligated to issue its Subsidiaries, upon notice of 90 days or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)less; (viiD) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement Contract to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract is a party that obligates may call for aggregate payments by the Company or any of its Subsidiaries of more than $500,000, except for any such Contract that may be canceled, without material penalty or other liability to indemnify the Company or any past of its Subsidiaries, upon notice of 90 days or present directorsless; (E) each Contract to which the Company or any of its Subsidiaries is a party that calls for aggregate payments to the Company or any of its Subsidiaries of more than $500,000, officersprovided, or employees that if a Contract does not specify an aggregate amount to be paid to the Company, then such Contract shall be disclosed pursuant to this subparagraph (E) if aggregate payments to the Company pursuant to such Contract over the last 12 months shall have exceeded $500,000; and (F) each loan and credit agreement, letter of credit, note, debenture, bond, indenture and other similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries; (x) , in each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs case in excess of $50,000 following 100,000, is outstanding or may be incurred, other than any such Contract between or among the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) Company and any of Regulation S-K under its Subsidiaries. Each Contract of the Exchange Act) not otherwise type described in this Section 4.16(aclause (A) with respect through (F) above is referred to the Company or any Subsidiary of the Companyherein as a “Material Contract”. (bii) Collectively, the contracts set forth in Section 4.16(a) All Material Contracts are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effecteffect in all material respects. The Company is not, subject, as to enforceability, to Creditors’ Rights. Except as would and has not reasonably be expected to have, individually received any written notice or in the aggregate, a Company Material Adverse Effect, neither the Company nor has any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is Knowledge that any other party to any such Company Contract is, in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company such Material Contract, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a material default.

Material Contracts. (a) Section 4.16(a) of Except for this Agreement, the Company Disclosure Letter sets forth a true Benefit Plans, the Collective Bargaining Agreements and complete list, agreements filed as exhibits to the Company SEC Documents as of the date of this Agreement, ofAgreement and neither the Company nor any of its Subsidiaries is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the Company or any of its Subsidiaries in an amount in excess of $5,000,000; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value, or requiring the payment of an annual amount by the Company and its Subsidiaries, in excess of $35,000,000; (v) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries; (vi) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates the Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person, other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement less than $25,000,000 or (B) any loan or capital contribution to, or investment in, (1) the Exchange ActCompany or one of its wholly owned Subsidiaries, (2) any person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $500,000 to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $500,000 to such person; (viii) any Contract providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) excluding Contracts with market-based pricing mechanisms, has a remaining term of greater than 60 days and does not otherwise described allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take or pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any Contract relating to a currently producing property that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in this Section 4.16(aexcess of 50 MMcf (or, in the case of liquids, in excess of 750 barrels) with respect of Hydrocarbons per day (calculated on a yearly average basis); (x) any Oil and Gas Lease that contains express provisions (A) obligating the Company or any of its Subsidiaries to drill ▇▇▇▇▇, pursuant to which the Company or any Subsidiary would reasonably be expected to be required to expend $1,000,000 on any individual Oil and Gas Lease or $5,000,000 in the aggregate on all obligations under Oil and Gas Leases, (B) establishing bonus obligations in excess of $1,500,000 that were not satisfied at the time of leasing or signing and that remain payable, (C) requiring payments or providing for a change in terms upon a change in control of the Companylessee or (D) providing for a fixed term, even if there is still production in paying quantities; (xi) any agreement other than Oil and Gas Leases pursuant to which the Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $10,000,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $10,000,000 per year; (xii) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that either (A) is material to the operation of the Company and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require the Company and its Subsidiaries to make expenditures in excess of $100,000,000 in the aggregate during the 12-month period following the date hereof; (xiii) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $10,000,000; and (xiv) any material lease or sublease with respect to a Company Leased Real Property. (xv) All contracts of the types referred to in clauses (i) through (xv) above are referred to herein as “Company Material Contracts.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Subsidiary of its Subsidiaries the Company is in breach of or default under the terms of any Company Material Contract norand, to the knowledge of the Company, is any no other party to any such Company Material Contract is in material breach of or default thereunderunder the terms of any Company Material Contract. Complete Each Company Material Contract is a valid and accurate copies binding obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each Company Contract other party thereto, and is in effect as of full force and effect, subject to the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractRemedies Exceptions.

Material Contracts. (a) Section 4.16(a) of Except for the Company Disclosure Letter sets forth a true contracts, agreements and complete list------------------ other arrangements listed in Schedule 2.17 and contracts, as of the date of this Agreementagreements, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) -------- ---- arrangements that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in have been fully performed and with respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company has no further obligations or a Subsidiary of liabilities, the Company is not a party to or otherwise bound by (i) any agreement, instrument, or commitment that may affect its ability to consummate the transactions contemplated hereby, or (ii) any other than employment contracts that can be terminated at any time with less than two days’ notice and material agreement, instrument, or commitment; including without financial liability to the Company or any of its Subsidiaries;limitation any: (va) each contract containing any non-competeagreement for the purchase, non-solicitsale, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officerslease, or employees license by or from it of the Company services, products, or any of its Subsidiaries; (x) each material vendorassets, supplier requiring total payments by or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following in any instance, or entered into other than in the Effective Timeordinary course of business; (b) agreement requiring it to purchase all or substantially all of its requirements for a particular product or service from a particular supplier or suppliers, or requiring it to supply all of a particular customer's or customers' requirements for a certain service or product; (c) agreement or other commitment pursuant to which it has agreed to indemnify or hold harmless any other person; (d) (i) employment agreement, (ii) consulting agreement, or (iii) agreement providing for severance payments or other additional rights or benefits (whether or not optional) in the event of the sale or other change in control of it; (e) agreement with any current or former affiliate, stockholder, officer, director, or strategic partner of the Company, or with any person in which any such affiliate is known by the Company to have an interest; (f) joint venture, partnership or teaming agreement; (g) agreement with any domestic or foreign government or agency or executive office thereof or any subcontract between it and any third party relating to a contract between such third party and any domestic or foreign government or agency or executive office thereof; (h) agreement imposing non-competition or exclusive dealing obligations on it; (i) agreement with respect to the confidentiality of the Company's Proprietary Information (as described in Section 2.20 hereof), and the ------------ assignment to the Company of any and all rights employees of the Company might have to acquire with respect to technology, inventions, developments, etc., developed in connection with this employment with the Company; and (xij) agreement the performance of which is reasonably likely to result in a loss to it. The Company has delivered or caused to be delivered to AC correct and complete copies of each “material contract” (as such term is defined agreement, instrument, and commitment listed in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries)Schedule -------- 2.17, each Company Contract as amended to date. Each such agreement, instrument, and commitment ---- is legal, a valid, binding and enforceable in accordance with its terms on obligation of the Company and each and, to the Company's knowledge, of its Subsidiaries that is a the other party thereto or parties thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would The Company is not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company's knowledge, is any other party thereto, (nor to the Company's knowledge is the Company considered by any other party thereto to be) in breach of or noncompliance with any term of any such agreement, instrument, or commitment (nor is there any basis for any of the foregoing), except for any breach or non-compliance that singly or in the aggregate would not have a Material Adverse Effect. No claim, change order, request for equitable adjustment, or request for contract price or schedule adjustment, between the Company and any client, supplier or customer, relating to any such Company Contract agreement, instrument, or commitment listed in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as Schedule 2.17 is pending ------------- or, to the Company's knowledge, threatened, nor to the Company's knowledge is there any basis for any of the date hereof (including all amendments and modifications) have been furnished foregoing. No agreement, instrument, or commitment listed in Schedule 2.17 includes or incorporates any provision, the ------------- effect of which may be to enlarge or otherwise made available to Parent. Neither accelerate any of the obligations of the Company nor or to give additional rights to any other party thereto, or will terminate, lapse, or in any other material way be affected, by reason of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractthe transactions contemplated by this Agreement.

Material Contracts. (a) Except as set forth on Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) none of the Company or any of its Subsidiaries is a party to or bound by any: (whether incurredA) Contract relating to indebtedness for borrowed money or to mortgaging, assumedpledging or otherwise placing a Lien on any material portion of their assets, guaranteed (B) Contract relating to any factoring, supplier, trade or secured by vendor financing or (C) Contract under which it has advanced or loaned any assetother Person (other than the Company or any of its Subsidiaries), in each case of the foregoing clauses (A) and (B), in an amount in excess of $50,000500,000, and in case of the foregoing clause (C), in an amount in excess of $250,000; (ii) guaranty of any financial obligation made on behalf of any Person other than the Company or any of its Subsidiaries or other guaranty, in each case, in an amount in excess of $250,000; (iii) Contract with respect to any interest rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries); (iv) each employment contract to which Contract involving any resolution or settlement of any actual or threatened Proceeding against the Company or any of its Subsidiaries involving (A) a Subsidiary payment in excess of $1,000,000 and entered into within the Company is a party other than employment contracts that can be terminated at last three (3) years or (B) any time with less than two days’ notice and without financial liability to material ongoing requirements or restrictions on the Company or any of its Subsidiaries; (v) Leased Real Property Leases and Landlord Leases; (vi) lease or agreement under which the Company or any of its Subsidiaries is lessee or lessor of, or holds or operates any material personal property owned by any other party, or permits any Third Party to hold or operate any material personal property owned or controlled by the Company or any of its Subsidiaries, in each contract containing case for which the annual rental exceeds $500,000; (vii) agreements (A) relating to any non-competepending or completed material business combination, non-solicitmerger, exclusivity acquisition or divestiture or similar type transaction by the Company or any of provision that materially restricts its Subsidiaries within the ability last three (3) years, (B) pursuant to which any of the Company or any of its Subsidiaries has remaining material obligations or liabilities relating to any completed material business combination, merger, acquisition or divestiture or similar transaction, or (including Parent upon consummation of C) giving any person the Transactions) right to compete acquire any material equity interests, stock, assets or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) businesses of the Company or any of its Subsidiaries after the date hereof; (viii) Contract concerning (A) the formation, creation, operation, management or control of any joint venture, partnership or similar agreement or other similar arrangement with a Third Party or (B) the ownership of their respective “associates” any equity interest in any entity or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 business other than the Subsidiaries of the Exchange Act)Company, on in each case that is material to the other handbusiness of the Company and its Subsidiaries, taken as a whole; (ix) each contract Contract pursuant to which (A) the Company or any of its Subsidiaries are licensed or otherwise permitted by a Third Party to use any Intellectual Property material to the business of the Company and its Subsidiaries, taken as a whole (other than non-exclusive licenses of “shrink-wrap”, “click-wrap” and “off-the-shelf” software, and non-exclusive licenses of other software that obligates is generally commercially available with one-time or aggregate annual license, maintenance, support and other fees of $500,000 or less per vendor) or (B) any Third Party is licensed or otherwise permitted to use any material Company Intellectual Property; (x) Contract which (A) expressly limits or prohibits the Company or any of its Subsidiaries from competing or freely engaging in business anywhere in the world, (B) purports to restrict the ability of Parent or its Subsidiaries (including the Surviving Corporation and its Subsidiaries) following the Effective Time to compete in any line of business or (C) contains any right of first refusal, right of first negotiation or offer, “most favored nation,” exclusivity or similar covenants that would materially restrict future business activity of the Company or any of its Subsidiaries following the Effective Time, excluding customary back-solicitation provisions; (xi) with respect to material Company Intellectual Property, any (A) Contract that limits the freedom or right of the Company or any of its Subsidiaries to indemnify use such Company Intellectual Property, (B) settlement Contract, consent-to-use or co-existence agreement or (C) Contract providing for the assignment, ownership, creation or development of such Company Intellectual Property (excluding employee and independent contractor agreements on the standard form of the Company or any past of its Subsidiaries which are entered into in the ordinary course of business); (xii) Contract between any Governmental Entity and the Company or present directorsany of its Subsidiaries; (xiii) collective bargaining agreement, officersneutrality agreement, card check agreement or employees any other Contract with any union, works council or other labor organization affecting any employee of the Company or any of its Subsidiaries; (xxiv) each material vendorContract between the Company or any of its Subsidiaries, supplier on the one hand, and any director or third party consulting officer of the Company or similar contract not otherwise described in this Section 4.16(aits Subsidiaries or any person beneficially owning 5% or more of the outstanding Shares, on the other hand (except for any Company Benefit Plan); (xv) that Contract with (A) cannot be voluntarily terminated pursuant each of the twenty (20) largest customers (measured by approximate dollar volume of sales by the Company and its Subsidiaries to such customers) of the Company and its terms within 60 days after Subsidiaries, in each case, for the Effective Time 12‑month period ending March 31, 2022 and (B) under suppliers of the Company and its Subsidiaries paid more than $1,800,000 for the 12-month period ending March 31, 2022; (xvi) Contract which restricts the payment of dividends or distributions in respect of any Equity Interests of the Company and its Subsidiaries; or (xvii) other than customer Contracts entered into in the ordinary course, any other Contract not covered by any other subsection hereof, which involves annual consideration in excess of $2,500,000; (b) The Company has delivered or made available to Parent or its Representatives, including by filing as exhibits to Company SEC Documents, as applicable, true and correct copies in all material respects of all written Contracts that are required to be set forth on Section 3.16(a) of the Company Disclosure Schedule (collectively, the “Company Material Contracts”), together with all material amendments, waivers or other changes thereto (but subject, in each case, to redactions of pricing and other competitively sensitive information to the extent required by Antitrust Law). (c) Except for those that have terminated or expired in accordance with their terms, and except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, (i) each of the Company and its Subsidiaries have performed the obligations required to be performed by it and is reasonably expected not in default under, in breach of, nor in receipt of any written claim of default or breach under, any Company Material Contract, (ii) no event has occurred which, with the passage of time or the giving of notice or both, would result in a default or breach by the Company or any of its Subsidiaries will be required to pay feesunder any Company Material Contract and (iii) as of the date hereof, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary Knowledge of the Company. (b) Collectively, there is no breach or threatened breach by the contracts set forth other parties to any Company Material Contract. Except for those that have terminated or expired in Section 4.16(a) are herein referred to as the “Company Contracts.” Except accordance with their terms, and except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding reasonably be expected to be material to the Company and each of its Subsidiaries), each Company Contract is legaltaken as a whole, valid, binding and enforceable in accordance with its terms on all of the Company Material Contracts are valid and each of its Subsidiaries that is a party thereto and is in full force and effecteffect and constitute legal, valid and binding obligations of the Company or its Subsidiaries party thereto, and are enforceable against the Company or its Subsidiaries party thereto in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to havegeneral principles of equity), individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract norand, to the knowledge Knowledge of the Company, is any constitute legal, valid and binding obligations of the other party or parties thereto, enforceable against such party or parties in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to any such Company Contract in breach or default thereunder. Complete and accurate copies enforceability, to general principles of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractequity).

Material Contracts. (a) Section 4.16(a4.12(a) of the Company Disclosure Letter sets forth identifies each of the following Contracts to which a true and complete list, Company Entity or any Company Subsidiary is a party as of the date of this Agreement other than any Contract that is or constitutes (1) a nondisclosure agreement entered into (x) in the ordinary course of business or (y) in connection with discussions, negotiations, and transactions related to this Agreement, of:other Acquisition Proposals, or other potential strategic transactions or (2) a Company Plan (the Contracts required to be set forth on such schedule, the “Material Contracts”): (i) Each mergerother than any Media Agreement or any Talent Agreement, any Contract that limits the freedom or right of a Company Entity or any Company Subsidiary to sell, distribute, produce or manufacture any product, project or service in a manner that would be material to the Company Entities and the Company Subsidiaries, taken as a whole, either by (A) materially limiting the freedom or right of the Company Entities and the Company Subsidiaries from engaging in any line of business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities to compete with any other Person in any location or other obligations line of business or (B) providing “most favored nation” rights (including “earnout” with respect to pricing) or exclusivity obligations or restrictions, in each case, in favor of a party other contingent payment obligations) that would reasonably be expected to result in than the receipt of Company Entities or making of future payments in excess of $100,000the Company Subsidiaries; (ii) each contract that grants other than any right of first refusal Media Agreement or right of first offer or that limits the ability of the CompanyTalent Agreement, any Subsidiary Contract that requires by its terms or is reasonably likely to require, during the remaining term of the such Contract, annual consideration to or from a Company Entity or any Company Subsidiary in an amount having an expected value in excess of their respective Affiliates to own$20,000,000 in the fiscal year ending December 31, operate2024 (each, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoa “Specified Contract”); (iii) each contract relating to outstanding Indebtedness other than any Media Agreement or any Talent Agreement, any Contract under which a Company Entity or any Company Subsidiary (A) licenses or sublicenses (or commitments grants rights in or guarantees in respect thereofto use) Intellectual Property Rights that are material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, to any third party, (B) licenses or sublicenses (or is granted rights in or to use) Intellectual Property Rights from any third party that are material to the business of its Subsidiaries the Company Entities and the Company Subsidiaries, taken as a whole, or (C) has entered into any covenant not to sue or assert immunity from suit with respect to material Intellectual Property Rights, including any material coexistence agreements and material settlement agreements (in each case, other than (v) non-disclosure agreements, (w) non-exclusive licenses granted by a Company Entity or a Company Subsidiary in the ordinary course of business to end users in connection with the provision or sale of any product or service, (x) non-exclusive licenses granted to a Company Entity or a Company Subsidiary by any customer, employee, consultant, or independent contractor of a Company Entity or a Company Subsidiary in the ordinary course of business, (y) licenses of commercially available Software licensed in object code form only granted to a Company Entity or a Company Subsidiary, or (z) licenses to open source, public, or freeware Software, or other materials), in each case, which Contract is material to the business of the Company Entities or the Company Subsidiaries, taken as a whole; (iv) any Contract relating to indebtedness for borrowed money in excess of $10,000,000 (whether incurred, assumed, guaranteed guaranteed, or secured by any asset) in excess of $50,000; (iv) each employment contract to which the a Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company Entity or any of its SubsidiariesCompany Subsidiary; (v) each contract containing other than any non-competeMedia Agreement or any Talent Agreement, non-solicitany Contract constituting a joint venture, exclusivity partnership, or similar type arrangement that includes the sharing of provision profits and losses with another Person, in each case, that materially restricts is material to the ability business of the Company or any of its Subsidiaries (including Parent upon consummation of Entities and the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaCompany Subsidiaries, taken as a whole; (vi) each contract pursuant to which any Contract that prohibits (A) the payment of dividends or distributions in respect of the capital stock of the Company or equity interests of any Subsidiary of Manager, OpCo or any Company Subsidiary, (B) the pledging of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in of a Company Entity or a Company Subsidiary or (C) the issuance of any Subsidiary of the guaranty by any Company (including the Company Warrants and the Company Convertible Notes)Entity; (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement any Contract that is currently in effect and has been filed (or other similar agreement is required to which be filed) by the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated an exhibit pursuant to its terms within 60 days after the Effective Time and Item 601(b)(10)(i) or (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10ii) of Regulation S-K under the Exchange Securities Act or that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (viii) not otherwise described any Contract that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that is a Related Party Transaction other than offer letters that can be terminated at will without severance obligations; (ix) other than in this Section 4.16(aconnection with any Permitted Content Activity, (A) any Contract for the sale, license, lease or sublease of any material Owned Real Property or (B) any Material Lease; (x) any Contract since the Reference Date, that relates to the acquisition or disposition by a Company Entity or any Company Subsidiary, involving consideration in excess of $35,000,000, of any Person or other business organization, division, or business of any Person (whether by merger or consolidation, by the purchase of a controlling equity interest in or substantially all of the assets of such Person, or by any other manner); (xi) any Contract with any Governmental Authority under which payments in excess of $20,000,000 were received by a Company Entity or any Company Subsidiary in the most recently completed fiscal year; (xii) other than any Media Agreement or Talent Agreement, any Contract that is material to the Company Entities and the Company Subsidiaries, taken as a whole, pursuant to which a Company Entity or any Company Subsidiary (A) has continuing guarantee, “earn-out,” or similar contingent payment obligations (other than indemnification or performance guarantee obligations provided for in the ordinary course of business), including (x) milestone or similar payments, including upon the achievement of regulatory or commercial milestones or (y) payment of royalties or other amounts calculated based upon any revenue or income of a Company Entity or any Company Subsidiary, in each case, that could result in payments in excess of $20,000,000 or (B) grants to any Person any right of first refusal, right of first negotiation, option to purchase, option to exclusively license, or any other similar rights with respect to any product or service of the Company Entities or the Company Subsidiaries, or any Company Intellectual Property that is material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, in each case, involving annual consideration in excess of $20,000,000 in the fiscal year ending December 31, 2024; (xiii) any Contract since the Reference Date, the primary purpose of which is to provide for indemnification or guarantee of the obligations of any other Person that would be material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, other than any such Contracts entered into in the ordinary course of business; (xiv) any hedging, swap, derivative, or similar Contract; (xv) other than any Media Agreement or any Talent Agreement, any Contract material to the business of the Company Entities and the Company Subsidiaries, taken as a whole, that requires the services, performance or involvement of any particular employee or service provider of a Company Entity or any Company Subsidiary or that otherwise contains a so-called “key person”, “essential element” or “of the essence” provision with respect to any such Person; (xvi) any Media Agreement that involves either annual consideration to or from a Company Entity or any Company Subsidiary of $20,000,000 or more (in cash or kind); (xvii) any settlement, conciliation or similar agreement (A) pursuant to which a Company Entity or any Company Subsidiary is obligated after the Companydate of this Agreement to pay consideration in excess of $10,000,000 or (B) that would otherwise materially limit the operation of the Company Entities and the Subsidiaries as currently operated; (xviii) any stockholders’ agreement, proxy, voting trust agreement or registration rights agreement or similar agreements, arrangements or commitments relating to any equity securities of a Company Entity or any other Contract relating to disposition, voting or dividends with respect to any equity securities of a Company Entity. (b) CollectivelyThe Company has made available to the Parent Entities and the Merger Subs or their respective Representatives an accurate and complete copy of each Material Contract (except with such redactions as may be clearly marked on such copies) as in effect as of the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) none of the Company Entities or the Company Subsidiaries, nor, to the Knowledge of the Company, any other party to each such Contract, are in breach of or default under any Material Contract and none of the Company Entities or the Company Subsidiaries, nor, to the Knowledge of the Company, any other party to each such Contract, have taken or failed to take any action, and no event has occurred, that with or without notice, lapse of time, or both would constitute a breach of or default under any Material Contract, (ii) each Material Contract is, with respect to a Company Entity or any Company Subsidiary (as applicable) and, to the Knowledge of the Company, any other party to such Contract, a valid agreement, binding, and in full force and effect, (iii) to the Knowledge of the Company, each Material Contract is enforceable by a Company Entity or a Company Subsidiary (as applicable) in accordance with its terms, subject to the Enforceability Exceptions, and (iv) since the Reference Date, through the date of this Agreement, none of the Company Entities or the Company Subsidiaries have received any written notice regarding any violation or breach or default under any Material Contract that has not since been cured. To the Knowledge of the Company, since the Reference Date, no counterparty to any Material Contract has (A) canceled or otherwise terminated, or threatened in writing to cancel or otherwise to terminate, its relationship with a Company Entity or any Company Subsidiary (as applicable) or (B) decreased materially or threatened to decrease materially or limit materially, the contracts set forth amount of business that any such counterparty presently engages in Section 4.16(a) are herein referred to as or presently conducts with the “Company Contracts.” Except Entities and the Company Subsidiaries other than, in each case, as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a3.12(a) of the Company Company’s Disclosure Letter sets forth a true and complete list, as list of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations following Contracts (including “earnout” every amendment, modification or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Companysupplement thereto), any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent the Contracts with the Major Customers, to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to by which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” properties or “immediate family” members (as such terms assets are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand;bound or affected: (ixi) each contract that obligates any Contract which materially limits or restricts or purports to materially limit or restrict the Company, any of its Subsidiaries or any of their respective Affiliates from engaging in any line of business operated by the Company or any of its Subsidiaries in any jurisdiction or materially limit the freedom of the Company, any of its Subsidiaries or any of their respective Affiliates to indemnify compete in any past line of business operated by the Company or present directorsany of its Subsidiaries in any geographic area or requiring the Company, officers, any of its Subsidiaries (other than with the Company) or employees any of their respective Affiliates to share any profits derived from the business of the Company or any of its Subsidiaries; (xii) any bonds, debentures, notes, loans, credit or loan agreements or commitments, mortgages, indentures, credit facilities, or guarantees or other Contracts relating to Indebtedness involving remaining principal amounts in excess of Five Million Dollars ($5,000,000.00) in the aggregate, other than any Indebtedness in connection with the operation of the AFC Business Unit; (iii) any independent contractor Contracts or leased or temporary employee Contracts involving in each material vendor, case current or currently committed aggregate annual payments of more than Two Million Dollars ($2,000,000.00); (iv) leases of personal property involving current or currently committed aggregate annual rent of Two Million Dollars ($2,000,000.00) or more; (v) Contracts with a supplier or third party consulting other service partner, in each case involving current or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected currently committed aggregate annual payments made by the Company or any of its Subsidiaries will be required to pay fees, expenses of more than Two Million Dollars ($2,000,000.00); (vi) any Contract for capital expenditures or other costs the acquisition of fixed assets involving current or currently committed monetary obligations in excess of Two Million Dollars ($50,000 following the Effective Time; and2,000,000.00); (xivii) each “material contract” any Contract relating to the acquisition or disposition, directly or indirectly, of any assets (as such term is defined other than those fixed assets set forth in subsection (vi) above), real property or capital stock or other equity interests of another Person involving continuing obligations or liabilities of the Company or any of its Subsidiaries in excess of Two Million Dollars ($2,000,000.00); (viii) any Contracts filed or required to be filed with the SEC pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act) Securities Act not otherwise disclosed pursuant to this Section 3.12; (ix) any acquisition Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of Two Million Dollars ($2,000,000.00); (x) any Contract that (x) contains most favored customer pricing provisions (other than Contracts entered into in the ordinary course of business consistent with past practice) or (y) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Third Party, in each case under this clause (y) in a manner which is material to the businesses of the Company or any of its Material Subsidiaries; (xi) any Contract that creates (or governs the operation of) a partnership, joint venture, limited liability company or other similar agreement with respect to any material business of the Company and its Subsidiaries, taken as a whole, other than any such limited liability company, partnership or joint venture that is a Subsidiary of the Company; and (xii) all other Contracts (not of the type described in this Section 4.16(asubsections (i) with respect through (xi) above) individually involving in each case payments made by or to the Company or any Subsidiary of its Subsidiaries of Two Million Dollars ($2,000,000.00) or more over the remaining term of such Contract, other than any Contracts entered into in connection with the operation of the AFC Business Unit. Each Contract of the type described in subsections (i) through (xii) above, whether or not set forth in Section 3.12(a) of the Company’s Disclosure Letter, is referred to herein individually as a “Material Contract” and collectively as the “Material Contracts.” Notwithstanding anything above, the Company shall not be required to set forth in Section 3.12(a) of the Company’s Disclosure Letter and, a “Material Contract” shall not include, any Contract that (1) is terminable upon thirty (30) days’ notice without penalty or premium, or (2) will be fully performed or satisfied at or prior to the Closing without any continuing obligations or liabilities thereunder. The Company has made available to Buyer a true, correct and complete copy of all written Material Contracts prior to the date hereof. (b) Collectively, the contracts set forth in Section 4.16(a(i) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding Neither the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each nor any of its Subsidiaries that has breached or is in default under, or has received written notice of any breach of or default under, or has received written notice of, or to the Knowledge of the Company, knows of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a breach of or default under, any Material Contract; (ii) to the Knowledge of the Company, no other party thereto to any of the Material Contracts has breached or is in default of any of its obligations thereunder; and (iii) each of the Material Contracts is in full force and effect, subject, effect and is valid and binding on the Company and its Subsidiaries as to enforceabilitya party thereto and, to Creditors’ Rights. Except as the Knowledge of the Company, the other parties thereto, except in any such case for breaches, defaults or failures to be in full force that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except for the Original Merger Agreement, the Contracts filed as exhibits to the Company SEC Reports, and the Contracts listed in Subsections (i) through (xxi) of Section 4.16(a3.16(a) of the Company Disclosure Letter sets forth a true and complete listSchedule, as of the date of this AgreementOriginal Execution Date, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) none of the Company or any of its Subsidiaries is a party to or bound by the following Contracts: (whether incurredi) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract relating to the formation, assumedcreation, guaranteed operation, management or secured by control of any assetSubsidiary of the Company or any other partnership, joint venture, strategic collaboration, global affiliation or business cooperation, limited liability company or similar arrangement; (iii) any Contract involving a loan (other than accounts receivable from trade debtors in excess the ordinary course of $50,000business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment for more than US$5,000,000; (iv) each any Contract involving Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (v) any Contract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than US$5,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than US$5,000,000, other than a Permitted Encumbrances; (vii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (viii) any Contract for the acquisition, disposition, sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than US$5,000,000 (by merger, purchase or sale of assets or stock or otherwise) entered into since December 31, 2014 or, if prior to that date, have representations, warranties or indemnities that remain in effect or as to which claims are pending; (ix) any Contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with amount in controversy greater than US$5,000,000; (x) any Contract involving a standstill or similar arrangement; (xi) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business; (xii) any Contract for the employment contract of any senior executive officer; (xiii) any Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any person or assets that have a Subsidiary fair market value or purchase price of more than US$5,000,000; (xiv) any Contract (other than Contracts granting Company Options, or Company RSs) giving the other party the right to terminate such Contract as a result of the Original Merger Agreement, this Agreement or the consummation of the Transactions, including the Merger, where (A) such Contract requires any payment in excess of US$5,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of US$5,000,000 in any calendar year; (xv) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company is a party other than employment contracts that can be terminated at or any time with less than two days’ notice and without financial liability to of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guarantee by the Company or any of its Subsidiaries; (vxvi) each contract containing any non-competeContract providing for (A) a license, non-solicitcovenant not to s▇▇ or other right granted by any Third Party under any Intellectual Property to the Company or any of its Subsidiaries, exclusivity (B) a license, covenant not to s▇▇ or similar type of provision that materially restricts the ability of other right granted by the Company or any of its Subsidiaries to any Third Party under any Intellectual Property, (including Parent upon consummation C) an indemnity of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which person by the Company or any Subsidiary of the Company may be obligated to issue its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or repurchase violation of any Company Capital Stock Intellectual Property right, or (D) any capital stock royalty, fee or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which amount payable by the Company or a Subsidiary any of its Subsidiaries to any person by reason of the Company is a party ownership, use, sale or disposition of Intellectual Property, in each case of clauses (A) through (D), other than any agreements for off-the-shelf Software and such agreement solely between or among Contracts that are not material to business of the Group Companies, taken as a whole, and in each case of clauses (C) and (D), other than Contracts entered into by the Company and its wholly-owned Subsidiaries)Subsidiaries in the ordinary course of business; (viiixvii) each contract any Contract granting rights in respect of exclusivity, “most favored nation” or similar rights; (xviii) any Contract between or among the Company or any Subsidiary of the Companyits Subsidiaries, on the one hand, and any officer, director or Affiliate of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments of more than US$5,000,000 in any one year; (xix) each Control Agreement and any other any Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or indirectly, own a wholly-owned Subsidiary majority of the Companyequity interests (each, an “Operating Subsidiary”), (B) of provides the Company or any of its Subsidiaries the right or option to purchase the equity interests in any of their respective “associates” Operating Subsidiary, or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary of the Exchange Act), on the other handCompany; (ixxx) each contract that obligates any Contract between the Company or any of its Subsidiaries to indemnify and any past director or present directors, officers, or employees executive officer of the Company or any person beneficially owning five percent or more of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot the outstanding Shares required to be voluntarily terminated disclosed pursuant to its terms within 60 days after Item 7B or Item 19 of Form 20-F under the Effective Time and Exchange Act (B) under which it is reasonably expected the Company or any of its Subsidiaries will including those that would be required to pay fees, expenses or other costs in excess be disclosed if the Form 20-F were filed as of $50,000 following the Effective TimeOriginal Execution Date); andor (xixxi) each “material contract” (as any other Contract which, if terminated, could reasonably be expected to result in a Company Material Adverse Effect. Each such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise Contract described in this Section 4.16(aclauses (i) with respect to (xxi) and each such Contract that would be a Material Contract if it had not been filed as an exhibit to the Company or any Subsidiary of the CompanySEC Reports is referred to herein as a “Material Contract.” (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each Material Contract is a legal, neither valid and binding obligation of a Group Company, as applicable, in full force and effect and enforceable against such Group Company in accordance with its terms, subject to the Bankruptcy and Equity Exception; (ii) to the knowledge of the Company, each Material Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, subject to the Bankruptcy and Equity Exception; (iii) no Group Company nor any of its Subsidiaries is in breach or default under any Company Contract norand, to the knowledge of the Company, no counterparty, is any other party or is alleged to any such Company Contract be in breach or violation of, or default thereunder. Complete and accurate copies of each Company Contract in effect as under, any Material Contract; (iv) to the knowledge of the date hereof Company, no person intends to terminate any Material Contract; and (including all amendments and modificationsv) have been furnished none of the execution of the Original Merger Agreement, the execution of this Agreement or the consummation of any Transaction shall constitute a default under, give rise to cancellation rights under, or otherwise adversely affect any of the rights of any Group Company under any Material Contract. The Company has furnished or made available to Parent. Neither the Company nor Parent true and complete copies of all Material Contracts, including any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractamendments thereto.

Material Contracts. (a) Section 4.16(a) of Neither the Company Disclosure Letter sets forth nor any of its Subsidiary is a true and complete listparty to or bound by any Contract: (i) which, as of the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of and except as filed with the Company or any of their respective Affiliates to ownSEC Documents, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under promulgated by the Exchange ActSEC); (ii) not otherwise described that is reasonably expected to require the payment by the Company of a dollar amount in this Section 4.16(aexcess of $500,000 or extends for a period of 12 months or more (other than any contract or commitment that is terminable on 90 days or less notice without penalty or any confidentiality or non disclosure agreement); (iii) with respect employees and contracts with other consultants, which are reasonably expected to involve payments by the Company or any Subsidiary of more than annual compensation of $150,000; (iv) with respect to any joint venture or partnership arrangements, or with respect to any license or distribution agreement involving a sharing of profits, losses, costs or liabilities by the Company or any Subsidiary with any Third Party and relating to any product or planned product of the Company; (v) pursuant to which any Indebtedness of the Company or any of its Subsidiaries greater than $25,000 is or may be incurred other than the Loan Documents and any Contract between or among the Company and/or wholly-owned Subsidiaries of the Company, or pursuant to which the Company guarantees the performance of the obligations of any Third Party; (vi) relating to any pending acquisition or disposition by the Company or any of its Subsidiaries of properties or assets, except for acquisitions and dispositions of properties, assets and inventory in the ordinary course of business; (vii) limiting the ability of the Company or any of its Subsidiaries or their respective successors and assigns to compete in any line of business or with any Person or in any geographic area, or restricting the right of the Company and its Subsidiaries or their respective successors and assignes from selling or purchasing from any Person or hiring any Person or that provides for any standstill or similar obligations restricting the ability of the Company to purchase securities of any other entity; (viii) for the sale of goods or services to any Governmental Authority; (ix) providing for any contingent payments by the Company or any of its Subsidiaries exceeding $250,000 in any one case; (x) not entered into in the ordinary course of business between the Company or any of its Subsidiaries, on the one hand, and any Affiliate thereof other than any Subsidiary of the Company; or (xi) requiring a consent to, or otherwise containing a provision restricting a “change of control,” or that would reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated by this Agreement. (b) CollectivelyEach Contract of the type described in Section 4.14(a), the contracts whether or not set forth in Section 4.16(a4.14(a) are herein of the Company Disclosure Schedule (including Contracts which would be required to be set forth in Section 4.14(a) of the Company Disclosure Schedule if such Contracts were not filed as exhibits to the Company SEC Documents), is referred to herein as the a “Company ContractsMaterial Contract.” ” (c) Except as for matters that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither (i) each Material Contract is a valid and binding obligation of the Company nor or a Subsidiary of the Company, as applicable, in full force and effect and enforceable against the Company or such Subsidiary in accordance with its terms, subject to the Bankruptcy and Equity Exceptions, and there is no breach, violation or default by the Company or any of its Subsidiaries is in breach or default under any Company of the Material Contracts, (ii) no Material Contract norhas been canceled by any other party thereto, (iii) to the knowledge of the Company, is any no other party to any such Company Contract is in breach or violation of, or default thereunder. Complete under, any Material Contract and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modificationsiv) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material a default under any Material Contract or of any event or condition which, after notice or lapse of time or both, will constitute a default on the part of the Company or any of its Subsidiaries under any Material Contract. As of the date hereof, true and correct copies of all Material Contracts (as amended or modified) are either publicly filed with the SEC or the Company has made available to Parent copies of such Contracts.

Material Contracts. Except for the contracts listed in Section 3.13 of the Seller Disclosure Schedules (the “Material Contracts”), the Real Property Leases, Plans and any contracts entered into following the Execution Date in accordance with Section 5.2, none of the Partnership or any Partnership Subsidiary is a party to or bound by any of the following: (a) Section 4.16(aany contract for the storage of fuel or refined products that will not be terminated prior to the Closing, or that cannot be terminated on ninety (90) or fewer days notice, and that provides for the future payment by or to the Partnership or a Partnership Subsidiary of more than $250,000 per annum; (b) any contract for the supply of goods or services to the Partnership or a Partnership Subsidiary that will not be terminated prior to the Closing, or that cannot be terminated on ninety (90) or fewer days notice, and that provides for future payments by or to the Partnership or a Partnership Subsidiary of more than $250,000 per annum; (c) any contract for the sale or purchase of any material asset that cannot be terminated on ninety (90) or fewer days notice, and that provides for the future payment by the Partnership or a Partnership Subsidiary of more than $250,000 per annum; (d) any contract that grants to any Person a right to purchase any material assets of the Company Disclosure Letter sets forth a true and complete list, as of Partnership or the date of this Agreement, of:Partnership Subsidiaries; (ie) Each merger, business combination, acquisition, purchase, sale or divestiture any contract that contains representations, covenants, indemnities covenants of any of the Partnership or other obligations (including “earnout” the Partnership Subsidiaries that materially limits or other contingent payment obligations) that would reasonably be expected purports to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits limit the ability of the Company, any Subsidiary of the Company Partnership or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Partnership Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or in any geographic area; (vif) each contract pursuant any commitment to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or make any capital stock expenditure or other equity interests to purchase a capital asset in any Subsidiary excess of the Company (including the Company Warrants and the Company Convertible Notes)$250,000 per annum; (viig) each partnership, joint venture, limited liability company, grantor trust, strategic alliance any agreement with Seller or other similar agreement to which the Company or a Subsidiary Affiliates of the Company is a party Seller (other than any such agreement solely between the Partnership or among the Company and its wholly-owned Partnership Subsidiaries); (viiih) each any contract between entered into or among assumed by the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company Partnership or any of its the Partnership Subsidiaries providing for indemnification of any Person, other than entered into or assumed in the ordinary course of business consistent with past practice; (i) any contract which relates to Indebtedness under which the Partnership or any Partnership Subsidiaries has outstanding obligations in excess of $250,000; (j) any contract under which the Partnership or any of their respective “associates” the Partnership Subsidiaries has directly or “immediate family” members (as such terms are defined indirectly guaranteed any liabilities or obligations of a third party in Rule 12b-2 and Rule 16a-1 excess of the Exchange Act), on the other hand;$250,000; or (ixk) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar other contract not otherwise described in this Section 4.16(aclauses (a) that through (Aj) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under above which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) CollectivelyPartnership, the contracts set forth in Section 4.16(a) are herein referred to as Partnership Subsidiaries or the “Company Contracts.” Business. Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries)Effect, each Company Contract Material Contract, as of the Execution Date, is in full force and effect and constitutes a legal, validvalid and binding agreement of the Partnership or the applicable Partnership Subsidiary, binding and enforceable in accordance with its terms on (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the Company and each enforcement of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditorscreditors’ Rightsrights generally or by general equitable principles). Except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither none of the Company nor Partnership or any of Partnership Subsidiary has received written notification that any Material Contract is not in full force and effect, or that the Partnership or the Partnership Subsidiary or any other party thereto has breached its Subsidiaries is in breach or default under any Company Contract norobligations thereunder, and, to the knowledge Knowledge of the CompanySeller, is any other party no event has occurred that (with or without notice or lapse of time) would reasonably be expected to any such Company Contract result in a breach or violation of, or a default thereunder. Complete and accurate copies of each Company Contract in effect as of under, the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice terms of any material violation of Material Contract by the Partnership or material default under any Company ContractPartnership Subsidiary.

Material Contracts. (a) Except (x) as set forth on Section 4.16(a) 4.19 of the Company Disclosure Letter sets forth Schedules, (y) for Reinsurance Agreements and Insurance Contracts (including insurance or annuity policies and contracts, or any binders, slips, certificates, endorsements or riders thereto) and (z) for contracts, agreements, instruments or commitments that relate to Investment Assets (including the disposition, custody or acquisition thereof), neither the Company nor any of its Subsidiaries is a true and complete listparty to or expressly bound by any agreement, as of the date of this Agreementlease, ofeasement, license, contract, note, bond, mortgage, indenture or other legally binding obligation (each, a “Contract”) that: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations would be required to be filed by the Company as a “material contract” (including “earnout” or other contingent payment obligationsas such term is defined in Item 601(b)(10) that would reasonably be expected to result in of Regulation S-K of the receipt of or making of future payments in excess of $100,000SEC); (ii) each contract that grants (A) limits in any right material respect either the type or line of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees business in respect thereof) of which the Company or any of its Subsidiaries (whether incurredor any Person that controls, assumedor is under common control with, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company may engage or a Subsidiary the manner or locations in which any of the Company is a party other than employment contracts that can be terminated at them may so engage in any time with less than two days’ notice and without financial liability to business (including through “non-competition” or “exclusivity” provisions) or (B) prohibits the Company or any of its SubsidiariesSubsidiaries or any Person that controls, or is under common control with, the Company from soliciting any client or customer; (viii) each contract containing (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any nonguarantee of, Indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $10,000,000, other than any Indebtedness between or among the Company and any of its Subsidiaries or (B) is a guarantee by the Company or any of its Subsidiaries of such Indebtedness of any person other than the Company or a wholly-compete, non-solicit, exclusivity owned Subsidiary of the Company; (iv) limits or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries to (including Parent upon consummation A) declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests, (B) pledge capital stock or (C) issue any guarantee of Indebtedness; (v) is a partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture in which the Company owns, directly or indirectly, any voting or economic interest, other than with respect to any wholly-owned Subsidiary of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaCompany; (vi) each contract pursuant to which involves the Company settlement of any pending or any Subsidiary threatened claim, action or proceeding that requires payment obligations after the date hereof in excess of $5,000,000, other than claims settled under Insurance Contracts in the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary ordinary course of the Company (including the Company Warrants business and the Company Convertible Notes)within applicable policy limits; (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely has been entered into between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Companyits Subsidiaries, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of under the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to indemnify such officer, director, Affiliate or family member; (ixviii) each contract that (A) grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company or any of its Subsidiaries or (B) obligates the Company or any of its Subsidiaries to indemnify conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any past third party; (ix) provides for any guaranty of liabilities or present directorsobligations by the Company or any Subsidiary thereof, officersin each case that is material to the Company and its Subsidiaries, taken as a whole, other than any guaranty by the Company or employees a Subsidiary thereof of any of the obligations of the Company or another wholly-owned Subsidiary thereof; (A) relates to the disposition or acquisition (directly or indirectly) by the Company or any of its Subsidiaries of any material assets or properties of the Company or its Subsidiaries; (x) each material vendor, supplier other than any such Contracts that are no longer executory or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under pursuant to which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses acquire any material interest in any other Person or other costs in excess of $50,000 following the Effective Time; andbusiness enterprise; (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect pursuant to which the Company or any Subsidiary of the Companyits Subsidiaries is restricted in its right to assert, use or register any material Company Intellectual Property, including coexistence agreements, settlement agreements, covenants not to ▇▇▇ or similar agreements or arrangements; or (xii) is a collective bargaining agreement or other agreement with any labor union, works council, trade union, labor association or other employee representative organization. (b) Collectively, the contracts set forth Each such Contract described in Section 4.16(aclauses (i) are herein through (xii) above is referred to herein as the a “Company ContractsMaterial Contract.” Except as would not reasonably be expected otherwise set forth on Section 4.19(b) of the Company Disclosure Schedules, each Material Contract and each Contract pursuant to havewhich the Company or any of its Subsidiaries grants or obtains rights to material Intellectual Property (excluding Contracts granting rights to use generally commercially available, off-the-shelf software (including “shrink-wrap” or “click-wrap” agreements)) (“Material IP Contract”) is a legal, valid and binding obligation of the Company or the Subsidiary that is party thereto, and, to the knowledge of the Company, and each other party thereto, is in full force and effect and enforceable by the Company or the applicable Subsidiary, in each case, subject to Creditors’ Rights, except as, individually or in the aggregate, a Company Material Adverse Effect is not and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding would not be reasonably expected to be, material to the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is taken as a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rightswhole. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract Subsidiaries, nor, to the knowledge of the Company, is any other party to any such Company a Material Contract or Material IP Contract is in breach or violation of any provision of, or in default thereunderunder, any Material Contract or Material IP Contract, and no event has occurred that, with or without notice, lapse of time or both, would constitute such a breach, violation or default, except for breaches, violations or defaults that, individually or in the aggregate, is not and would not be reasonably expected to be, material to the Company and its Subsidiaries, taken as a whole. Complete The Company has previously made available true and accurate complete copies of each Company Material Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contractthis Agreement.

Material Contracts. (a) Section 4.16(a3.14(a) of the Company Disclosure Letter Schedules sets forth a true and complete list, as list of all of the date Contracts of this Agreement, ofthe Company Entities that: (i) Each merger, business combination, acquisition, purchase, sale involve individual or divestiture contract that contains representations, covenants, indemnities aggregate payments to or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments by any Company Entity in excess of $100,000100,000 in either of the past two (2) full fiscal years or $75,000 in the current fiscal year; (ii) each contract that grants any right of first refusal involve remaining aggregate payments to or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty theretoCompany Entity in excess of $100,000 and have a remaining term of more than one (1) year from the date hereof (and cannot be terminated by such Company Entity without material penalty); (iii) each contract relating to outstanding Indebtedness (concern the operation or commitments establishment of a partnership, joint venture or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000similar arrangement; (iv) each employment contract require any Company Entity to which the Company purchase its total requirements for any product or service from a Subsidiary of the Company is a third party other than employment contracts or that can be terminated at any time with less than two days’ notice and without financial liability to the Company contain “take or any of its Subsidiariespay” provisions; (v) each contract containing any nonprovide for earn-compete, non-solicit, exclusivity outs or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areacontingent obligations; (vi) each contract pursuant relate to which the Company acquisition, issuance or transfer of any Subsidiary securities of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Entity; (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement create or other similar agreement to which the Company guarantee any Indebtedness or impose a Subsidiary of the Company is a party Lien (other than a Permitted Lien) on any such agreement solely between or among the assets of any Company and its wholly-owned SubsidiariesEntity (other than ordinary course trade payables); (viii) each contract between or among provide for the Company or any Subsidiary disposition of the Company, on the one hand, and any officer, director or Affiliate assets (other than a wholly-owned Subsidiary in the Ordinary Course of Business) or business of any Company Entity or any agreement for the acquisition of the Companyassets or business of any other Person (whether by merger, sale of stock, sale of assets or otherwise) (other than in the Ordinary Course of the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange ActBusiness), on the other hand; (ix) each contract that obligates the include any covenant binding on any Company Entity or any director, manager, officer or employee of its Subsidiaries to indemnify such Company Entity in the nature of a non- competition or exclusivity agreement or that otherwise limits or restricts such Company Entity or Person from competing or otherwise conducting the Business in any past manner or present directors, officers, or employees of the Company or any of its Subsidiariesplace; (x) each material vendorare with any current or former employee, supplier officer, manager, director, consultant or third party consulting independent contractor that are not terminable without penalty or other cost on thirty (30) days’ or less notice, including without limitation any employment, severance, termination, change in control or similar contract agreement or any agreement providing for any increase in compensation, vesting, acceleration of payments or other similar rights or any other consideration of any kind; (xi) provide for bonuses, options, pensions, deferred compensation, profit sharing, equity, fringe or other benefits or similar arrangements with any current or former employee, officer, manager, director, consultant, or independent contractor containing continuing obligations of any Company Entity or with respect to which any Company Entity has any Liability (contingent or otherwise); (xii) relate to the provision of fiduciary, administrative, recordkeeping or other services in connection with any Company Benefit Plan that is not otherwise described terminable without penalty or other cost on thirty (30) days’ or less notice; (xiii) grant any Person a power of attorney; (xiv) provide for the use, lease or indefeasible right of use (“IRU”) of fiber by a Company Entity; or (xv) was not entered into in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time Ordinary Course of Business and (B) under which it is reasonably expected creates an obligation of the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs Entities in excess of $50,000 following 100,000. (collectively, the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyMaterial Contracts”). (b) Collectively, True and complete copies of each Material Contract have been made available to the contracts set forth in Section 4.16(a) are herein referred to as Buyer. Each of the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that Contracts is a party thereto valid and binding obligation of the applicable Company Entity, is in full force and effect, subjectand is enforceable by such Company Entity in accordance with its terms, except as may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to enforceabilitytime in effect which affect creditors’ rights generally, to Creditors’ Rightsor (B) legal and equitable limitations on the availability of specific remedies. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither None of the Company nor Entities are, and to Sellers’ Knowledge each other party to each such Material Contract is not, in material breach or default of any terms or conditions thereunder, and no event has occurred which with notice or lapse of its Subsidiaries is in time or both would constitute a material breach or default under any Company terms or conditions of any Material Contract noror permit termination, to the knowledge of the Companymodification or acceleration thereof, is or reduce any other party to any such Company Contract in breach or default material benefits thereunder. Complete and accurate copies of each Company Contract in effect as of Since January 1, 2016, neither the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither Sellers nor the Company nor any of its Subsidiaries Entities has received written notice of that any material violation of party to any Material Contract intends to terminate any Material Contract or material default under repudiate any Company Contractprovision thereof.

Material Contracts. (a) Section 4.16(aSchedule 3.17(a) lists each Contract that is material to such Company (such Contracts, together with all Contracts concerning the occupancy, management, or operation of any Company Real Property and all Company Benefit Plans of such Company or any of its Company Subsidiaries, being the “Company Disclosure Letter sets forth a true and complete listMaterial Contracts”), as including the following Contracts with respect to such Company or any of the date of this Agreement, ofits Company Subsidiaries: (i) Each mergerall Contracts of such Company or Company Subsidiary involving aggregate consideration in excess of $100,000 and which, business combinationin each case, acquisitioncannot be cancelled by such Company or Company Subsidiary without penalty or without more than 30 days’ notice; (ii) all Contracts that provide for the indemnification by such Company or Company Subsidiary of any Person or the assumption of any Tax, purchaseenvironmental, sale or divestiture contract that contains representations, covenants, indemnities or other obligations liability of any Person, in each case outside the ordinary course of business; (including iii) all Contracts relating to Company Intellectual Property (other than “earnoutshrink-wrap” and other generally-available end-user licenses or other contingent payment obligationspermissions); (iv) that would reasonably be expected all Contracts relating to result in the receipt of or making of future payments Indebtedness in excess of $100,000; (iiv) each contract all Contracts that grants any right of first refusal limit or right of first offer or that limits purport to limit the ability of the Company, any such Company or Company Subsidiary of the Company or any of their respective Affiliates to ownofficers, operate, sell, transfer, pledge managers or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) directors to compete or otherwise engage in any line of business or with any Person or in any geographic areaarea or during any period of time; (vi) each contract pursuant any Contract that grants any “most-favored nation” or other preferential pricing in relation to which the any services, products or territory or that requires such Company or any Company Subsidiary to purchase a minimum quantity of the Company may be obligated to issue goods or repurchase any Company Capital Stock services or any capital stock contains a right of first refusal option or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)similar right; (vii) each partnershipany Contract whereby such Company or Company Subsidiary grants exclusivity (limited or otherwise) to another Person, including with respect to products, markets, territories, or customers; (viii) any Contract with an operating partner or concerning a partnership or joint venture, limited liability companyor any other Contract that involves a sharing of revenues, grantor trustprofits, strategic alliance losses, costs, Taxes or liabilities by or of such Company or Company Subsidiary with any other Person; (ix) all employment-related Contracts, all consulting agreements and all Contracts for the payment of commissions or bonuses to any Person, in each case involving aggregate compensation or other payments in excess of $100,000; (x) any consignment, distributor, dealer, manufacturer’s representative, and sales agency Contracts, in each case involving aggregate compensation or other payments in excess of $100,000; (xi) any written or unwritten communications or projections made with dispensaries or other potential customers for future supply of cannabis and related products, in each case which contemplates aggregate revenues or expenditures in excess of $100,000; (xii) any Contract whereby any Company provides or receives management, consulting or similar administrative services that involves aggregate compensation or other payments in excess of $100,000; and (xiii) any settlement agreement or other similar agreement to which the Company or a Subsidiary in respect of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of proceeding during the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs Compliance Period involving payments in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company100,000. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Each Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legalvalid and binding on such Company or Company Subsidiary, validas applicable, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject. Neither such Company nor such Company Subsidiary, as to enforceabilityapplicable, nor, to Creditors’ Rights. Except as would not reasonably be expected to havesuch Company’s Knowledge, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to terminate, any Company Contract norMaterial Contract. No event has occurred during the Compliance Period or, to the knowledge of the such Company’s Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by such Company or Company Subsidiary or any other party to any under such Company Contract in breach or default thereunderMaterial Contract. Complete and accurate correct copies of each Company Material Contract in effect as of the date hereof (including all amendments modifications, amendments, and modificationssupplements thereto and waivers thereunder) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractVerano.

Material Contracts. (a) Section 4.16(aSchedules 2.15 (a)(i) through (xx) of the Company Disclosure Letter sets set forth a true and complete list, as list of each of the date of this Agreement, of:following Contracts to which the Company or any Subsidiary is a party that are in effect on the Agreement Date (the “Material Contracts”): (i) Each mergerany Company Contract with a (A) Significant Customer or (B) Significant Supplier; (ii) any Contract under which the Company or any of the Subsidiaries committed to make future payments in excess of $1,000,000 over the life of the Contract, business combinationother than employment-related Contracts and Contracts with lawyers, acquisitionaccountants, purchasefinancial advisors and other similar professional service providers; (iii) any Company Contract with respect to a dealer, sale distributor, referral or divestiture contract similar agreement, or any Company Contract providing for the grant by the Company of rights to market or sell Company Products on behalf of the Company to any other Person (collectively, the “Reseller Agreements”); (iv) other than the Reseller Agreements, (A) any joint venture Contract or (B) any Contract that contains representationsinvolves a sharing of revenues, covenantsprofits, indemnities cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person, in each case, pursuant to which amounts have been received or delivered by the Company or any Subsidiary in an aggregate amount of $100,000 during the twelve (12) months preceding the Fiscal Year End Date; (v) any separation agreement or severance agreement with any current or former employees under which the Company or any Subsidiary had any actual, current Liability in an aggregate amount of $100,000 in cash or more during the twelve (12) months preceding the Agreement Date; (vi) any Contract for or relating to the employment or service of any director or officer or beneficial owner of more than 5% of the total shares of Company Capital Stock or any other type of Contract with any of its officers or beneficial owners of more than 5% of the total shares of Company Capital Stock, as the case may be; (vii) any material Contract pursuant to which the Company or any Subsidiary has agreed to grant a license of any Company-Owned Intellectual Property or express covenant not to ▇▇▇ under any patents (other than non-exclusive licenses granted in the ordinary course); (viii) any Contract made available to Acquirer (A) pursuant to which any other party is granted exclusive rights, “most favored nations” pricing or “most favored customer” status or similar with respect to any of the Company Products, (B) containing any covenants by the Company not to compete with any other Person, in any line of business, market or geographic area with respect to the Company Products, or (C) that contain any rights of first refusal, negotiation or other obligations similar material business restriction on the Company’s rights to sell, distribute or manufacture any Company Products; (including ix) any Contracts (other than “earnoutshrink wrap” and similar generally available commercial end-user licenses to software that have an individual acquisition cost of $100,000 or other contingent payment obligationsless per annum) that would reasonably be expected pursuant to result which the Company or any Subsidiary is a party and pursuant to which the Company or any Subsidiary licenses any Third-Party Intellectual Property used in the receipt development or licensing of the Company Products, in each case, that is material to the business of the Company and its Subsidiaries, taken as a whole; (x) any material outsourced development or making joint development Contract providing for the development of future payments any material items of Company-Owned Intellectual Property on behalf of the Company; (xi) any Contracts relating to the membership of, or participation by, the Company or any Subsidiary in, or the affiliation of the Company or any Subsidiary with, any industry standards group or association which obligates the Company or any Subsidiary to license or contribute any material Company-Owned Intellectual Property; (xii) any Contract containing any indemnification, warranty, support, maintenance or service that represents a material obligation or material Liability on the part of the Company or any Subsidiary other than any such Contract entered into by the Company or any Subsidiary in the ordinary course of business consistent with past practice; (xiii) any settlement agreement with respect to any Legal Proceeding with an aggregate value in excess of $100,000; (iixiv) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, Contract with any Subsidiary of the Company labor union or any of their respective Affiliates to own, operate, sell, transfer, pledge collective bargaining agreement or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)similar contract with its employees; (iiixv) each contract relating to outstanding Indebtedness (any trust indenture, mortgage, promissory note, loan agreement or commitments other Contract for the borrowing of money, any currency exchange, commodities or guarantees in respect thereof) other hedging arrangement or any leasing transaction of the Company type required to be capitalized in accordance with GAAP; (xvi) other than for any intercompany loans and capital contributions and accounts payable to trade creditors and accrued expenses in the ordinary course, any Contract of guarantee, surety, support, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of its Subsidiaries (whether incurredany other Person, assumedin each case, guaranteed or secured by any asset) with an aggregate value in excess of $50,000100,000; (ivxvii) each employment contract to which any Contract for capital expenditures in excess of $1,000,000 in the Company or a Subsidiary of aggregate entered into during the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to twelve (12) months preceding the Company or any of its SubsidiariesFiscal Year End Date; (vxviii) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract Contract pursuant to which the Company or any Subsidiary is a lessor or lessee of the Company may be obligated to issue or repurchase any Company Capital Stock real property or any capital stock machinery, equipment, motor vehicles, office furniture, fixtures or other equity interests personal property involving expenditures in any Subsidiary excess of the Company (including the Company Warrants and the Company Convertible Notes)$500,000 per annum; (viixix) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement any Contract pursuant to which the Company or any Subsidiary has acquired a Subsidiary material business or entity, or assets constituting a line of the Company is a party business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any Contract pursuant to which it has any material ownership interest in any other Person (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries);; and (viiixx) each contract between or among any Contract with any U.S. Federal Governmental Entity. (b) All Material Contracts are in written form. To the Company or any Subsidiary knowledge of the Company, on each of the one handMaterial Contracts is in full force and effect, and any officersubject only to the effect, director or Affiliate (other than a wholly-owned Subsidiary if any, of the Enforceability Exceptions. To the knowledge of the Company) , as of the Company Agreement Date, there exists no default or any event of its Subsidiaries default or any of their respective “associates” event, occurrence, condition or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act)act, on the other hand; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary or with respect to any other contracting party, that, with the giving of the Company. (b) Collectivelynotice, the contracts set forth in Section 4.16(a) are herein referred to as lapse of time or the “Company Contracts.” Except as happening of any other event or condition, would not reasonably be expected to have(i) become a material default or material event of default under any Material Contract or (ii) give any third party (A) the right to declare a material default or exercise any material remedy under any Material Contract, individually (B) the right to a material rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding right to accelerate the maturity or performance of any material obligation of the Company and each under any Material Contract, or (D) the right to cancel, terminate or modify any Material Contract. As of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectAgreement Date, neither the Company nor any of its Subsidiaries is in breach or default under Subsidiary has received any Company Contract norwritten notice or, to the Company’s knowledge of the Companyother communication, is regarding any other party actual, material violation or breach of, default under, or intention to cancel or modify any such Company Contract in breach or default thereunderMaterial Contract. Complete True, correct and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractAcquirer.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date of this Agreement, of: except for this Agreement or the Company Benefit Plans, neither the Company nor any of its Subsidiaries is a party to or bound by: (iA) Each merger, business combination, acquisition, purchase, sale any Contract relating to indebtedness for borrowed money 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 of or making of future payments any financial guaranty in excess of $100,000; ; (iiB) each contract that grants any right of first refusal or right of first offer or Contract that limits the ability of the CompanyCompany or any of its Subsidiaries to compete in any business line or in any geographic area; (C) any Contract that involves any exchange traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or any Subsidiary other derivative financial instrument; (D) any Contract that involved expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $2 million in the last fiscal year or is expected to involve expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $2 million in the next fiscal year; (E) any Contract that involved, since January 1, 2004, the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person (other than acquisitions or dispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (F) any Contract that by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (G) any material joint venture or partnership Contract; (H) any Contract that purports to limit the ability of the Company or any of their respective Affiliates its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities material amount of assets or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time business; and (BI) under which it is reasonably expected the Company or any of its Subsidiaries will Contract deemed to be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange Act) not otherwise SEC (all contracts of the type described in this Section 4.16(a4.19(a) with respect (being referred to the herein as “Company or any Subsidiary of the CompanyMaterial Contracts”). (b) CollectivelySection 4.19(b) of the Company Disclosure Schedule sets forth a true and complete list of the Company Material Contracts. True, correct and complete copies have been made available to Parent of all Company Material Contracts to which the contracts set forth Company or any of its Subsidiaries is a party; provided, however, that the Company need not provide to Parent any Company Material Contracts or portions thereof that contain confidentiality provisions or are otherwise subject to restrictions on disclosure including, without limitation, restrictions relating to security clearance. (c) Neither the Company nor any Subsidiary of the Company nor, to the knowledge of the Company, any other party, is in Section 4.16(a) are herein referred to material breach of or material default under the terms of any Contract that would qualify as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiariespursuant to Section 4.19(a)(A), each Company Contract is legal(C), valid(D), binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is (G) or (I) (each, a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights“Specified Contract”). Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any Subsidiary of its Subsidiaries is in breach or default under any the Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract party, is in material breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under the terms of any Company Material Contract that is not a Specified Contract. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each Specified Contract, and, except as would not reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract that is not a Specified Contract or a Contract of the type referred to in Section 4.19(a)(B) or (H), is a valid and binding obligation of the Company or the Subsidiary of the Company which is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of On the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract except for Contracts relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurredentities, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and including without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each limitation partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement invested by but not Controlled by the Group Companies or other similar agreement to which the Company or a Subsidiary as set forth in Section 4.12(a) of the Disclosure Schedule, none of the Group Company is a party to or bound by: (i) any Contract relating to the formation, creation, operation, management or Control of a partnership, joint venture, limited liability company or similar arrangement; (ii) any Contract involving a loan (other than accounts receivable from trade debtors in the ordinary course of business) or advance to (other than travel and entertainment allowances to the employees of any such agreement solely between Group Company extended in the ordinary course of business), or among investment in, any Person, of more than RMB15,000,000 in any calendar year on its face; (iii) any Contract involving indebtedness or obligation (contingent or otherwise) of any Group Company of more than RMB15,000,000; (iv) any Contract that involves, or contains restrictions with respect to, (A) payment of dividends or other distributions with respect to equity interests of any Group Company, (B) pledging of share capital of any Group Company, or (C) the issuance of a guaranty by any Group Company; (v) any Contract that contains a put, call or similar right pursuant to which any Group Company and its whollycould be required to purchase or sell, as applicable, any equity interests of any Person or material assets; (vi) any non-owned Subsidiaries)competition Contract or other Contract that purports to limit, curtail or restrict the ability of any Group Company to compete in any geographic area, industry or line of business or grants exclusive rights to the counterparty thereto; (vii) any Contract involving copyright, or any other Intellectual Property that is material to any Group Company other than those in the ordinary course of business; (viii) each contract between any Contract that contains provisions on “most favored nations”, or among the Company rights of first refusal or similar rights over any Subsidiary of the CompanyOrdinary Shares, on the one hand, Series A Preferred Shares and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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 handSeries B Preferred Shares; (ix) each contract any Contract that obligates involves the Company sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any Equity Securities of its Subsidiaries to indemnify any past or present directors, officersGroup Company, or employees the acquisition or disposition of the any assets or business by any Group Company or any involving an amount of its Subsidiariesnot less than RMB15,000,000; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated any Contract pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any Person obtains Control of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; andany Group Company; (xi) each any Contract involving the waiver, compromise, or settlement of any Action over RMB15,000,000; or (xii) any Contract that is otherwise material to a Group Company. Each such Contract described above is referred to herein as a “material contract” (as such term is defined in Item 601(b)(10Material Contract”, which shall include, inter alia, all of the Control Documents. Section 4.12(a) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect Disclosure Schedule contains a true, correct and complete list of all Material Contracts, and a copy of each Material Contract has been provided by the Company to the Company or any Subsidiary of the CompanyPurchaser. (bi) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Each Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is a legal, valid, valid and binding and enforceable in accordance with its terms on the obligation of each Group Company and each of its Subsidiaries that is a party thereto and is and, to the best knowledge of any Group Company, the other parties thereto, enforceable against them in full force and effectaccordance with its terms, in each case subject, as to enforceabilityenforcement of remedies, to Creditors’ Rights. Except as would not reasonably be expected to havethe Bankruptcy and Equity Exception, individually or in (ii) none of the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract Group Companies nor, to the best knowledge of the any Group Company, is any other party thereto is in material breach or violation of, or default under, any Material Contract and no event has occurred or not occurred through any Group Company’s action or inaction or, to the best knowledge of any Group Company, the action or inaction of any third party, that, with or without due notice or lapse of time or both, would constitute a material breach or violation of, or default under, any Material Contract, and (iii) the Group Companies have not received any written claim or notice of default, termination or cancellation under any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Section 4.16(a) 2.19 of the Company Disclosure Letter sets forth Schedule contains a true and complete listlist of all material contracts (written or oral), plans, undertakings, commitments or agreements to which the Company or any of its subsidiaries is a party or by which any of them is bound as of the date of this Agreement, of. (b) Section 2.19 of the Company Disclosure Schedule contains a complete and accurate list of the following: (i) Each mergerpromissory notes, business combinationloans, acquisitionagreements, purchaseindentures, sale or divestiture contract that contains representations, covenants, indemnities evidences of indebtedness or other obligations instruments providing for the lending of money, whether as borrower, lender or guarantor (including “earnout” excluding trade payables or other contingent payment obligations) that would reasonably be expected to result receivables arising in the receipt ordinary course of or making of future payments in excess of $100,000business); (ii) each contract that grants any right of first refusal contracts or right of first offer or that limits agreements containing covenants limiting the ability of the Company, any Subsidiary freedom of the Company or any of their respective Affiliates its subsidiaries or affiliates to own, operate, sell, transfer, pledge engage in any line of business or otherwise dispose of compete with any businesses, securities person or assets (other than provisions requiring notice of or consent to assignment by operate at any counterparty thereto)location; (iii) each contract relating to outstanding Indebtedness change in control or similar arrangements with any officers, employees or agents of the Company that will result in any obligation (absolute or commitments or guarantees in respect thereofcontingent) of the Company or any of its Subsidiaries subsidiaries to make any payment to any officers, employees or agents of the Company following either the consummation of the transactions contemplated hereby, termination of employment, or both (whether incurred, assumed, guaranteed or secured by any assetother than as set forth in Section 2.10(e) in excess of $50,000the Company Disclosure Schedule); (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiarieslabor contracts; (v) each contract containing any non-competelicense, non-solicitconsent, exclusivity royalty and other agreements concerning Intellectual Property (as defined below) (other than agreements with guides and other providers of content entered into in the ordinary course of business); (vi) distribution and syndication partnerships or arrangements; (vii) joint venture or partnership agreements or joint development or similar type agreements pursuant to which any third party is entitled to develop any products on behalf of provision that materially restricts the ability Company or its subsidiaries (other than agreements with guides and other providers of content entered into in the ordinary course of business); (viii) any contract or agreement for the acquisition, directly or indirectly (by merger or otherwise), of material assets (other than inventory) or capital stock of another person; and (ix) contracts or agreements involving the issuance or repurchase of any capital stock of the Company or any of its Subsidiaries subsidiaries (including Parent upon consummation other than the Stock Plans and the ESPP and the Company's repurchase rights with respect to Company Common Stock issued in connection with any of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area;foregoing). (vic) each contract pursuant For the purpose of this Agreement, the term "CONTRACTS" shall mean all of the contracts (written or oral), plans, undertakings, commitments and agreements are, or are required to which the Company or any Subsidiary be, contained in Section 2.19 of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary Disclosure Schedule. True and complete copies of the written Contracts identified on Section 2.19 of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Disclosure Schedule have been furnished to delivered or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except as set forth on Section 4.16(a) 3.22 of the Company Disclosure Letter sets forth a true and complete listSchedule, as or part of day to day Business of the date Company, neither the Company or Oceanic nor any Subsidiary is a party to, nor are any of this Agreementthe Company’s, of:Oceanic’s or any Subsidiary’s assets bound by, any executory agreements, purchase orders (other than purchase commitments for raw materials and supplies in the ordinary course of business), bailment agreements, equipment leases, commitments, contracts, employment agreements, warranties, guarantees, understandings or other agreement (such agreements, together with any Leases, collectively the “Material Contracts”): (i) Each mergerwhich involve or may involve a payment, business combinationor delivery of assets or services, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,00050,000.00 Dollars per year; (ii) each contract that grants any right which are of first refusal or right a duration in excess of first offer or that limits twelve (12) months from the ability date of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)execution thereof; (iii) each contract relating to outstanding Indebtedness (which any direct or commitments indirect stockholder, officer, director or guarantees in respect thereof) employee of the Company and/or its Subsidiary or any member of its Subsidiaries (whether incurredsuch Person’s immediate family, assumedor any business entity in which such Person is a partner, guaranteed investor, officer or secured by director is a party in any asset) in excess of $50,000capacity; (iv) each employment contract to which with another Person materially limiting or restricting the Company or a Subsidiary ability of the Company is a party other than employment contracts that can be terminated at and/or any time with less than two days’ notice and without financial liability Subsidiary to the Company enter into or engage in any market or line of its Subsidiariesbusiness; (v) each contract containing which relate to the incurrence, assumption, surety or guarantee of any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic areaIndebtedness; (vi) each contract pursuant which relates to which the Company or sale of any Subsidiary of the assets of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in and/or any Subsidiary other than in the ordinary course of business consistent with past practices or for the Company (including the Company Warrants and the Company Convertible Notes);grant to any person of any preferential rights to purchase any of its assets; or (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement which creates or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than evidence an Encumbrance upon any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company ’s or any of its Subsidiaries Subsidiary’s assets 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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the Companyproperties. (b) CollectivelyTrue, correct and complete copies of each of the contracts Material Contracts (including all amendments thereto) have been delivered, or made available to Buyer. Each of the Contracts set forth in on Section 4.16(a) are herein referred to as 3.22 of the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Disclosure Schedule is in full force and effect, subjectis the legal, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge valid and binding obligation of the Company, Oceanic and/or any Subsidiary, enforceable against them in accordance with its terms, except as such enforceability may be limited by general enforceability exceptions, is between the Company and the counterparty named on Section 3.22 of the Disclosure Schedule, has not been amended or modified except as set forth on Section 3.22 of the Disclosure Schedule, and constitutes the entire agreement between the parties thereto with respect to the subject matter thereof. Neither the Company or Oceanic nor any Subsidiary is and no other party to any such Company Contract of the Material Contracts is in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as , nor is there any fact or circumstance with respect to any of the date hereof (including all amendments and modifications) have been furnished Material Contracts which upon notice or lapse of time could give rise to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material a default under any Company Contractthereunder.

Material Contracts. (a) Section 4.16(a) of Except for this Agreement, the Benefit Plans and agreements filed as exhibits to the Company Disclosure Letter sets forth a true and complete listSEC Documents, as of the date of this Agreement, ofneither Company nor any of its Subsidiaries is a party to or bound by: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract that (A) expressly imposes any restriction on the right or ability of Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or "most favored nation" clause that restricts the business of Company or any of its Subsidiaries in a material manner, other than those contained in customary oil and gas leases or customary confidentiality agreements; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of Company or any of its Subsidiaries in an amount in excess of $100,000, except any transactions among Company and its wholly owned subsidiaries or among Company’s wholly owned Subsidiaries; (iv) any Contract that provides for the acquisition, disposition, license, use, distribution or outsourcing of assets, services, rights or properties with a value, or requiring the payment of an annual amount by Company and its Subsidiaries, in excess of $100,000; (v) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Company and its Subsidiaries or among Company’s Subsidiaries and other than any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Interests of Company; (vi) any Contract expressly limiting or restricting the ability of Company or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be; (vii) any Contract that obligates Company or any of its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests of Company not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in Company or one of its wholly owned Subsidiaries; (viii) any Contract providing for the Exchange Actsale by Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days and does not otherwise described allow Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a "take-or-pay" clause or any similar material prepayment or forward sale arrangement or obligation (excluding "gas balancing" arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any Contract that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in this Section 4.16(aexcess of 100 Mcf per day (or, in the case of liquids, in excess of 25 barrels of oil equivalent) of Hydrocarbons per day over a period of one month (calculated on a yearly average basis); (x) any Oil and Gas Lease that contains express provisions (A) establishing bonus obligations in excess of $5,000 that were not satisfied at the time of leasing or signing or (B) providing for a fixed term, even if there is still production in paying quantities; (xi) any agreement pursuant to which Company or any of its Subsidiaries has paid amounts associated with any Production Burden in excess of $25,000 during the immediately preceding fiscal year or with respect to which Company reasonably expects that it will make payments associated with any Production Burden in any of the next three succeeding fiscal years that could, based on current projections, exceed $25,000 per year; (xii) any agreement which is a joint development agreement, exploration agreement or acreage dedication agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that either (A) is material to the operation of Company and its Subsidiaries, taken as a whole, or (B) would reasonably be expected to require Company and its Subsidiaries to make expenditures in excess of $25,000 in the aggregate during the 12-month period following the date hereof; (xiii) any acquisition Contract that contains "earn out" or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of Company set forth in the Company Reserve Reports that have been provided to Parent prior to the date of this Agreement), that would reasonably be expected to result in payments after the date hereof by Company or any Subsidiary of its Subsidiaries in excess of $50,000; or (xiv) any material lease or sublease with respect to a Company Leased Real Property. All contracts of the Companytypes referred to in clauses (i) through (xiv) above are referred to herein as "Company Material Contracts." (b) Collectively, Neither Company nor any Subsidiary of Company is in breach of or default under the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a terms of any Company Material Adverse Effect Contract. To the knowledge of Company, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract. Each Company Material Contract is a valid and assuming each binding obligation of Company Contract has been duly authorized and or the Subsidiary of Company that is enforceable on each party thereto (excluding and, to the Company and knowledge of Company, of each of its Subsidiaries)other party thereto, each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date of this Agreement, ofexcept for (i) this Agreement, (ii) Company Plans, (iii) contracts filed as an exhibit to or incorporated by reference in any Company SEC Report filed prior to the second business day prior to the date hereof, (iv) contracts terminable with up to 30 days prior notice without material fee or penalty, or (v) as otherwise set forth on Schedule 3.21, neither the Company nor any of the Company Subsidiaries is a party to or bound by any contract (whether written or oral) that is: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC); (ii) a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than those between the Company and the Company Subsidiaries) relating to indebtedness in an amount in excess of $500,000 individually; (iii) a contract, lease or license (a) pursuant to which the Company or any of the Company Subsidiaries paid amounts in excess of $1,000,000 individually within the 12-month period prior to the date of this Agreement or (b) that is material to the Company and the Company Subsidiaries taken as a whole; (iv) a contract that limits the right of the Company or any of its affiliates to engage or compete in any line of business or to compete with any person or operate in any location or that, after the Effective Time, will limit or restrict Parent or any Parent Subsidiary, from engaging or competing in any line of business; (v) a contract that involves a guaranty by the Company or any of the Company Subsidiaries for the benefit of another person (which is not otherwise the Company or any wholly owned Company Subsidiary); (vi) a contract that creates a partnership or joint venture with respect to any portion of the business of the Company and the Company Subsidiaries; (vii) a contract providing employment or severance with any director, officer or other employee of the Company and any Company Subsidiary, other than contracts that by their terms are cancellable by the Company with notice of not more than thirty (30) days and without payment, penalty or liability in excess of $25,000 individually; or (viii) a settlement or similar agreement with any Governmental Authority or order or consent of a Governmental Authority involving future performance by the Company or any of the Company Subsidiaries (excluding, for the avoidance of doubt, customary licenses, permits or authorizations). All contracts of the type described in this Section 4.16(a3.21(a)(i)-(viii) with respect are referred to herein as the “Company or any Subsidiary of the CompanyMaterial Contracts.” (b) Collectively, Other than as a result of the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually expiration or in the aggregate, a termination of any Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect, neither (i) each Company Material Contract is valid and binding on the Company nor and any of its the Company Subsidiaries that is in breach or default under any Company Contract nora party thereto, as applicable, and, to the knowledge of the Company, is any valid and binding on the other party or parties thereto, and in full force and effect, (ii) the Company and each of the Company Subsidiaries, as applicable, has in all material respects performed all obligations required to any such Company Contract in breach or default thereunder. Complete and accurate copies of be performed by it to date under each Company Contract in effect as of the date hereof Material Contract, and (including all amendments and modificationsiii) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its the Company Subsidiaries has knowledge of, or has received written notice of, the existence of any event or condition which constitutes, or, after notice or lapse of time or both, would constitute, a material default, breach or violation on the part of the Company or material default of any of the Company Subsidiaries or of any other party under any such Company Material Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as As of the date of this Agreementhereof, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected there are no material Contracts to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party (other than employment contracts Reinsurance Contracts, Real Property Leases and Benefit Plans) (i) that can are required to be terminated at described in, or filed as an exhibit to, any time with less than two days’ notice and without financial liability to Company SEC Reports that are not so described or filed as required by the Company Securities Act or the Exchange Act, (ii) that contain any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts provisions restricting the ability of the Company or any of its Subsidiaries (including Parent upon Subsidiaries, or which, following the consummation of the Transactions) Merger, would restrict the ability of Parent or any of its controlled Affiliates, including the Surviving Company and its Subsidiaries, to compete or otherwise engage transact in any line of business or with any Person or in any geographic area; area or grants a right of exclusivity to any Person, (viiii) each contract pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred or pursuant to which the Company or any of its Subsidiaries guarantees any indebtedness of any other Person (other than the Company or any of its Subsidiaries) (except for trade payables arising in the ordinary course of business), (iv) with respect to a partnership, joint venture or other similar arrangement with any other Person (other than the Company or any of its Subsidiaries), relate to the formation, creation, operation, management or control of any such partnership or joint venture; (v) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $2,000,000 in any twelve-month period, other than Contracts that can be terminated by the Company or any of its Subsidiaries on less than 90 days’ notice without payment by the Company or any Subsidiary of the Company may be obligated to issue of any material penalty; (vi) that have been entered into since January 1, 2012 or repurchase any otherwise provide for material ongoing obligations of the Company Capital Stock or any of its Subsidiaries and involve the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business (excluding, for the avoidance of doubt, acquisitions or dispositions of Investment Assets, supplies, products, office equipment, furnishings, fixtures, properties or other tangible assets in the ordinary course of business, or of supplies, products, office equipment, furnishings, fixtures, properties or other tangible assets that are obsolete, warn out, surplus or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries), (vii) pursuant to which (A) the Company or any of its Subsidiaries is granted or obtains any right to use any material Intellectual Property owned by any third party (other than standard form contracts granting rights to use commercially available software) or (B) any third party is granted or obtains the right to use or register any material Intellectual Property owned by the Company or any of its Subsidiaries, including, in each case, any license agreements, coexistence agreements, or covenants not to ▇▇▇, (viii) that prohibits or restricts the payment of dividends or distributions in respect of the shares or capital stock of the Company or any of its Subsidiaries, prohibits the pledging of the shares or capital stock of the Company or any Subsidiary of the Company (including or prohibits or restricts the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary issuance of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among guarantee by the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than ix) that is a wholly-owned Subsidiary of the Company) of Contract with an investment manager or Investment advisor providing services to the Company or any of its Subsidiaries or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 otherwise relating to the management of the Exchange ActInvestment Assets (each such Contract described in clauses (i)-(ix), on the other hand;than any Reinsurance Contract, Real Property Lease or Benefit Plan, a “Material Contract”). (ixi) each contract that obligates Each Material Contract is a legal, valid and binding agreement of the Company or any of and its Subsidiaries to indemnify any past or present directorsthe extent such Person is a party thereto, officersas applicable, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary Knowledge of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each other party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance compliance in all material respects with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subjectexcept where the failure to be valid, as to enforceability, to Creditors’ Rights. Except as binding or in full force and effect would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither (ii) the Company nor any and each of its Subsidiaries is in breach or default under any Company Contract norSubsidiaries, and, to the knowledge Knowledge of the Company, is any each other party thereto, has performed all obligations required to any be performed by it under such Material Contract, except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof Material Adverse Effect, (including all amendments and modificationsiii) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its Subsidiaries has received written notice of the existence of any material violation event or condition which constitutes, or, after notice or lapse of time or material both, will constitute, a default on the part of the Company or any of its Subsidiaries under any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect and (iv) there are no events or conditions which constitute, or, after notice or lapse of time or both, will constitute a default on the part of any counterparty under such Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Material Contracts. (a) Section 4.16(aExcept for (i) this Agreement, (ii) agreements or Contracts contemplated by this Agreement or the Transactions and (iii) the Contracts specifically identified in Schedule 3.10 of the Company Disclosure Letter sets forth (with each of such Contracts specifically identified under subsection(s) of such Schedule 3.10 that correspond to the Subsection or Subsections of this Section 3.10(a) applicable to such Contract), neither the Company nor any Subsidiary is a true and complete list, as party to or bound by any of the date of this Agreementfollowing Contracts (each, of:a “Material Contract”): (i) Each merger(A) any management service, business combinationpartnership or joint venture Contract, acquisition(B) any Contract that involves a sharing of revenues, purchaseprofits, sale cash flows, expenses or divestiture contract losses with other Persons and (C) any Contract that contains representations, covenants, indemnities or involves the payment of royalties to any other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000Person; (ii) each contract that grants any right of first refusal Contract with a (A) Significant Customer or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)B) Significant Supplier; (iii) each contract any continuing Contract for the purchase, sale or license of materials, supplies, equipment, services, software, Intellectual Property or other assets involving, in the case of any such Contract, payments to the Company or any Subsidiary of more than $150,000 per year, or by the Company or any Subsidiary of more than $150,000 per year; (iv) any Contract that expires or may be renewed at the option of any Person other than the Company or its Subsidiaries so as to expire more than one year after the Agreement Date; (v) any distributor, original equipment manufacturer, reseller, value added reseller, sales, advertising, agency or manufacturer’s representative Contract; (vi) any Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Company Products or Company Intellectual Property, (B) containing any non-competition covenants, exclusivity or other similar restrictions relating to outstanding Indebtedness the Company Products or Company-Owned Intellectual Property, or (C) that limits or commitments or guarantees in respect thereof) would limit the freedom of the Company or any of its Subsidiaries successors, assigns or Affiliates to (whether incurred1) engage or participate, assumedor compete with any other Person, guaranteed in any line of business, market or secured by geographic area with respect to the Company Products or the Company Intellectual Property or (2) sell, distribute or manufacture any asset) in excess of $50,000products or services or to purchase or otherwise obtain any software, components, parts or services; (ivvii) each employment contract all licenses, sublicenses and other Contracts to which the Company or a any Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated acquired or is authorized to issue or repurchase use any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes)Third-Party Intellectual Property, except for Standard Inbound IP Licenses; (viiviii) each partnershipany license, joint venture, limited liability company, grantor trust, strategic alliance agreement sublicense or other similar agreement Contract to which the Company or a Subsidiary of the Company is a party (other and pursuant to which any Person is authorized to use any Company-Owned Intellectual Property Rights except for Standard Outbound IP Licenses in which the aggregate value of such license is less than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)$150,000; (viiiix) each contract between any license, sublicense or among other Contract pursuant to which the Company or any Subsidiary has agreed to any restriction on the right of the Company to use or enforce any Company, on -Owned Intellectual Property Rights (excluding nonexclusive rights or licenses) or pursuant to which the one hand, and Company or any officer, director or Affiliate Subsidiary agrees to encumber (other than a whollyPermitted Encumbrances), transfer or sell rights in or with respect to any Company-owned Owned Intellectual Property; (x) any Contract providing for the development of any software, technology or Intellectual Property Rights, independently or jointly, either by or for the Company or any Subsidiary of (other than employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form of agreement, copies of which have been provided to Parent); (xi) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by the Company or any Subsidiary in the ordinary course of business consistent with past practice; (xii) any agreement of indemnification or warranty or any Contract containing any support, maintenance or service obligation or cost on the part of the Company or any Subsidiary (other than under its unmodified form of its Subsidiaries standard customer or any distributor agreement, the form of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Actwhich has been provided to Parent), on the other hand; (ixxiii) each contract that obligates any settlement agreement with respect to any Action; (xiv) any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees assets of the Company or any of its Subsidiaries; (x) each material vendor, supplier Subsidiary or third party consulting otherwise seeking to influence or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected exercise control over the Company or any Subsidiary; (xv) any Contract or plan (including any stock option, merger and/or stock bonus plan) relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or any other securities of the Company or any Subsidiary or any options, warrants, convertible notes or other rights to purchase or otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor, except for the repurchase rights (if any) disclosed on Schedule 3.5(a), Schedule 3.5(b)-1 and Schedule 3.5(c) of the Company Disclosure Letter; (xvi) any Contract with any labor union or any collective bargaining agreement or similar Contract with its Subsidiaries Employees; (xvii) any separation agreement, settlement agreement with any Employee, under which the Company or any Subsidiary has any current actual or potential Liability, as well as any settlement agreement, consent decree, or other similar agreement with any Governmental Entity; (xviii) any employment Contract or offer letter with any Employee, or beneficial owner of more than 5% of the total shares of Company Capital Stock that is not immediately terminable at-will be by the Company without notice, severance, or other cost or Liability; (xix) any Contract providing for retention payments, change of control payments, severance, accelerated vesting or any other payment or benefit that may or will become due as a result of the Merger; (xx) 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 pay feesbe capitalized in accordance with GAAP; (xxi) any Contract of guarantee, expenses support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or indebtedness of any other costs Person, including any Contract mortgaging, pledging or otherwise placing an Encumbrance (other than Permitted Encumbrances) on any material portion of the assets of the Company; (xxii) any Contract for capital expenditures in excess of $50,000 in the aggregate; (xxiii) any Contract pursuant to which the Company or any Subsidiary is a lessor or lessee of any real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other tangible personal property involving expenditures in excess of $50,000 per annum; (xxiv) any Contract with any investment banker, broker, advisor or similar party retained by the Company, in connection with this Agreement and the Transactions; (xxv) any Contract pursuant to which the Company or any Subsidiary 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, exclusive license or otherwise, or any Contract pursuant to which it has any material ownership interest in any other Person; (xxvi) any Contract with any Governmental Entity, any Company Authorization, or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”); or (xxvii) any Contract entered into by the Company or any Subsidiary with any customer or reseller of the Company or any Subsidiary that provide for obligations by the Parent or its successors that do not terminate within one year following the Effective Time; andClosing (“Long Term Customer Contracts”); (xib) All Material Contracts are in written form. The Company and each “Subsidiary have performed all of the material contract” (as such term obligations required to be performed by it and is defined entitled to all benefits under, and is not alleged to be in Item 601(b)(10) default in respect of, any Material Contract. Each of Regulation S-K under the Exchange Act) not otherwise described Material Contracts is in this Section 4.16(a) full force and effect, subject only to the effect, if any, of applicable bankruptcy and other similar Law affecting the rights of creditors generally and rules of Law governing specific performance, injunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or any Subsidiary or to the Knowledge of the Company. (b) Collectively, with respect to any other contracting party, that, with the giving of notice, the contracts set forth in Section 4.16(a) are herein referred to as lapse of time or the “Company Contracts.” Except as happening of any other event or condition, would not reasonably be expected to have, individually (i) become a default or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each event of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Material Contract noror (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the knowledge right to accelerate the maturity or performance of any obligation of the CompanyCompany under any Material Contract, is or (D) the right to cancel, terminate or modify any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to ParentMaterial Contract. Neither the Company nor any of its Subsidiaries Subsidiary has received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any Material Contract. None of the Company or any Subsidiary has any Liability for renegotiation of Government Contracts. The Company has heretofore made available to Parent in the Data Room (1) correct and complete copies of each written notice Material Contract and (2) summaries of each oral Material Contract, together with any and all material violation of or material default under any Company Contractamendments and supplements thereto and “side letters” and similar documentation relating thereto.

Material Contracts. (a) Section 4.16(a) 2.21 of the Company Disclosure Letter sets forth a true and complete list, as lists each of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected following Contracts to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is currently a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of by which the Company or any of its Subsidiaries is currently bound (each, a “Material Contract”): (a) each advertising, agency, manufacturer’s representative, joint marketing, joint development and joint venture Contract involving annual consideration of more than $100,000 (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notesroyalty payments); (viib) the top eight supply Contracts, excluding purchase orders; (c) each partnershipvalue added reseller, joint venturereseller or third-party sales affiliate Contract that cannot be terminated upon 30 days’ notice without penalty or payment; (d) the top 15 customer Contracts based on revenues to the Company involving photovoltaic projects not completed prior to the date hereof; (e) each trust indenture, limited liability companymortgage, grantor trustpromissory note, strategic alliance loan agreement or other similar agreement to which Contract for the Company borrowing of money, any currency exchange, commodities or a Subsidiary other hedging arrangement or any leasing transaction requiring lease payments in excess of $25,000 annually of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)type required to be capitalized in accordance with GAAP; (viiif) each contract between Contract for capital expenditure in excess of $50,000 individually or among $500,000 in the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate aggregate; (other than a wholly-owned Subsidiary of the Companyg) of each Contract in accordance with which the Company or any of its Subsidiaries is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property requiring rental payments in excess 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$50,000 annually; (ixh) each contract that obligates license or other Contract providing rights to, or based upon, any Company IP, other than non-exclusive licenses in connection with the sale of inventory or provision of services in the ordinary course of business; (i) each Contract with any Person with whom the Company or any of its Subsidiaries to indemnify any past or present directorsdoes not deal at arm’s length, officers, or employees other than those Contracts listed in Section 2.10(a) of the Company or any of its SubsidiariesDisclosure Letter; (xj) each material vendoragreement of guarantee, supplier support, indemnification, assumption or third party consulting endorsement of, or any similar contract not otherwise described in this Section 4.16(acommitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) that or indebtedness of any other Person (Aother than a Subsidiary of the Company); (k) cannot be voluntarily terminated pursuant to its terms within 60 days after each government grants Contract for which the Effective Time research and (B) development work undertaken thereunder is still continuing or under which it is reasonably expected the Company or any of its Subsidiaries will be required continue to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; andhave obligations; (xil) each Contract relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company’s business; or (m) each Contract requiring payment of royalties, payment as a result of and upon consummation of the transactions contemplated hereby, or payment of an “material contractearn-out.” (as such term is defined All Material Contracts are in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to executed written form, and the Company or any the applicable Subsidiary has performed all of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred obligations required to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized performed by it and is enforceable on each party thereto (excluding entitled to all benefits under, and, to the Company and each Company’s knowledge, is not alleged to be in default in respect of, any Material Contract. Each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Material Contracts is in full force and effect, subjectand the Company, as to enforceabilityor the applicable Subsidiary, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, and to the knowledge of the Company, is any other party to each Material Contract, are not in default of any such Company Material Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including here. Following the Effective Time, the Surviving Company and each of its Subsidiaries will be permitted to exercise all amendments and modifications) have been furnished to of their rights under the Material Contracts without the payment of any additional amounts of consideration other than ongoing fees, royalties or otherwise made available to Parent. Neither payments that the Company nor and any of its Subsidiaries has received written notice would otherwise be required to pay in accordance with the terms of any material violation of or material default under any Company Contractsuch Contracts had the transactions contemplated by this Agreement not occurred.

Material Contracts. (a1) Section 4.16(aThe Company has listed on Schedule 5.2(v)(1) of the Company Company’s Disclosure Letter sets forth a true Schedule and made available to Parent complete list, as and correct copies of the date of this Agreement, of: following Contracts (i“Material Contracts”) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of which the Company or any of their its Subsidiaries is a party, or by which the Company or any of its Subsidiaries may be bound, or to which the Company or any of its Subsidiaries or the Company’s or any of its Subsidiaries’ respective Affiliates to own, operate, sell, transfer, pledge assets or otherwise dispose properties may be subject as of the date hereof: (A) any businesses, securities lease of real or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)material personal property; (iiiB) each contract any partnership, limited liability company, joint venture or other similar agreement or arrangement; (C) any Contract relating to outstanding Indebtedness the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or commitments otherwise) as to which there are any material ongoing obligations entered into on or guarantees after January 1, 2015; (D) any Contract for the purchase of services, materials, supplies, goods, equipment or other assets or property that provides for either (i) annual payments of $50,000 or more, or (ii) aggregate payments of $200,000 or more; (E) any Contract that creates future payment obligations in respect thereofexcess of $50,000 in the aggregate and that by its terms does not terminate or is not terminable without penalty or other payment upon notice of sixty (60) days or less, or any Contract that creates or would create a Lien; (F) any Contract providing for a power of attorney on behalf of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess outside of $50,000the ordinary course of business; (ivG) each employment contract to which any Contract, other than this Agreement or as contemplated hereby, providing for exclusive dealing or limiting in any material respect the Company or a Subsidiary freedom of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company Company, its Subsidiaries or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity the current or similar type of provision that materially restricts the ability former employees of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person person or geographic in any area, or that would so limit their freedom; (viH) each contract pursuant any Contract, other than this Agreement, as to which there are material ongoing obligations the Company primary purpose of which is to disclose confidential information or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of require that the Company or any of its Subsidiaries guarantee, indemnify or hold harmless any person; (I) any Contract, other than this Agreement, with (i) any Affiliate of their respective the Company, or (ii) any “associatesassociate” or member of the “immediate family” members (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand) of a person identified in clause (i) of this paragraph; (ixJ) each contract that obligates any Contract with a Governmental Authority; and (K) any other Contract not entered into in the Company or any ordinary course of its Subsidiaries to indemnify any past or present directors, officers, or employees business. (2) Each Material Contract is a valid and legally binding agreement of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any a Subsidiary of the Company. (b) Collectively, as applicable, and, to the Company’s Knowledge, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to havecounterparty or counterparties thereto, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its the terms on the Company of such Contract (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and each similar Laws of its Subsidiaries that is a party thereto general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in As of the aggregate, a Company Material Adverse Effectdate hereof, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract norSubsidiaries, and, to the knowledge Company’s Knowledge, any counterparty or counterparties, is in material breach of any provision of or in material default (or, with the giving of notice or lapse of time or both, would be in default) under, and has not taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any Material Contract. (3) To the extent required by GAAP, all liabilities and obligations under the Material Contracts have been fully accrued for in the books and records of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Except as set forth on Section 4.16(a3.14(a) of the Company Disclosure Letter sets forth Schedules, neither the Company nor any of its Subsidiaries is a true and complete listparty to or bound by, as of the date hereof, any of the following (each Contract of the type described in this AgreementSection 3.14(a), of:whether written or oral and whether or not set forth in the Company Disclosure Schedules, is referred to as a “Material Contract”): (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract any Contract that contains representations, covenants, indemnities or other obligations constitutes a “material contract” (including “earnout” or other contingent payment obligationsas such term is defined in item 601(b)(10) that would reasonably be expected to result in of Regulation S-K of the receipt of or making of future payments in excess of $100,000SEC); (ii) any Contract entered into since January 1, 2016 (and any Contract entered into at any time to the extent that material obligations remain as of the date hereof), other than in the ordinary course of business consistent with past practice, for the acquisition of the securities of or any material portion of the assets of any other Person or entity; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract or instrument for the borrowing of money, any currency exchange, commodities or other hedging Contracts or any leasing transaction of the type required to be capitalized in accordance with GAAP, in each contract case, where the Company or any of its Subsidiaries is a lender, borrower or guarantor, other than Contracts evidencing deposit liabilities, endorsements and guarantees in connection with the presentation of items for collection (e.g., personal or business checks) in the ordinary course of business consistent with past practice, trade payables and Contracts relating to borrowings entered into in the ordinary course of business; (iv) any Contract limiting (or purporting to limit) the freedom of the Company or any of its Subsidiaries or other Affiliates to engage in any line of business or to compete with any other Person or prohibiting the Company or any of its Subsidiaries or other Affiliates from soliciting customers, clients or employees, in each case, whether in any specified geographic region or business or generally (in each case, other than to a de minimis extent); (v) any Contract with any Affiliate of the Company or any of its Subsidiaries; (vi) any agreement of guarantee, support or indemnification by the Company or any of its Subsidiaries, assumption or endorsement by the Company or any of its Subsidiaries of or any similar commitment by the Company or any of its Subsidiaries with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person other than those entered into in the ordinary course of business; (vii) any Contract that would be terminable other than by the Company or any of its Subsidiaries or any Contract under which a material payment obligation would arise or be accelerated, in each case, as a result of the announcement or consummation of this Agreement or the transactions contemplated herein (either alone or upon the occurrence of any additional acts or events); (viii) any alliance, cooperation, joint venture, shareholders’ partnership or similar Contract involving a sharing of profits or losses relating to the Company or any of its Subsidiaries; (ix) any employment Contract with any employee or officer of the Company or any of its Subsidiaries; (x) any Contract, option or commitment or right with, or held by, any third party to acquire, use or have access to any assets or properties, or any interest therein, of the Company or any of its Subsidiaries, other than in connection with the sale of Loans, Loan participations or investment securities in the ordinary course of business consistent with past practice to third parties who are not Affiliates of the Company; (xi) any Contract that contains any (A) exclusive dealing obligation, (B) “clawback” or similar undertaking requiring the reimbursement or refund of any fees, (C) “most favored nation” or similar provision granted by the Company or any of its Subsidiaries or (D) provision that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities assets or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto)business; (iiixii) each contract relating to outstanding Indebtedness (any lease or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries other Contract (whether incurredreal, assumedpersonal or mixed, guaranteed tangible or secured by any assetintangible) pursuant to which the annualized rent or lease payments are, or are reasonably expected to be, in excess of $50,000100,000; (ivxiii) each employment contract to which any Contract for the Company use or a Subsidiary purchase of the Company materials, supplies, goods, services, equipment or other assets that involves payments in excess of $100,000 per year; and (xiv) any Contract not listed above that is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability material to the Company financial condition, results of operations or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries;. (xb) The Company and each of its Subsidiaries have performed in all material vendorrespects all of the obligations required to be performed by them and are entitled to all accrued benefits under each, supplier or third party consulting or similar contract and are not otherwise described alleged to be and are not, in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant default in respect of, any Material Contract to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses is a party or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to by which the Company or any Subsidiary of the Company. (b) Collectivelyits Subsidiaries is bound, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except except as would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each its Subsidiaries. Each of the Material Contracts is valid and binding on the Company or its Subsidiaries that is a party thereto applicable Subsidiary and is in full force and effect, subjectwithout amendment, and there exists no default or event of default or event, occurrence, condition or act, with respect to the Company or any of its Subsidiaries or, to the Knowledge of the Company, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default under any Material Contract, except, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, neither be material to the Company nor any of and its Subsidiaries is in breach or default under any Company Contract norSubsidiaries. True, to the knowledge of the Company, is any other party to any such Company Contract in breach or default thereunder. Complete correct and accurate complete copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) Material Contracts have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) Schedule 4.19 of the Company Disclosure Letter Schedule sets forth a true and complete list, as of the date hereof, of each of the Company’s Material Contracts (true, correct and complete copies of which have been made available to Parent prior to the date of this Agreement, subject to the redaction of certain price, term and termination provisions of: (i) Each merger, business combinationand certain clearly marked exhibits and schedules to, acquisitionsuch Contracts). As used in this Agreement, purchase“Material Contract” means each Contract, sale written or divestiture contract that contains representationsoral, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company its Subsidiaries is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to by which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” properties or “immediate family” members (as such terms assets are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand;bound, (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(ai) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC); (ii) not otherwise described that involves required payments or receipts by or to the Company and/or its Subsidiaries in this Section 4.16(aan amount in excess of $250,000, except for any such Contract that may be canceled, without material penalty or other liability to the Company or any of its Subsidiaries, upon notice of thirty calendar days or less; (iii) with respect that grants exclusivity, any right of first refusal or right of first offer or that limits or purports to limit the ability of the Company or any Subsidiary of the Company to compete with or obtain products or services from any Person or own, operate, sell, transfer or otherwise dispose of any material amount of assets or businesses or imposes similar restrictions; (iv) that restricts the payment of dividends or distributions in respect of any capital stock of the Company or its Subsidiaries, or the purchase, redemption or other acquisition of such capital stock; (v) that relates to any acquisition or divestiture by the Company or any of its Subsidiaries of a business or any assets or capital stock of a Person and pursuant to which the Company or any Subsidiary of the Company has any material continuing obligation (including any material indemnification obligation or any material obligation relating to an earn-out or other similar payments); (vi) that (A) purports to limit in any material respect either the type of business in which the Company or any Subsidiary of the Company (or, after the Effective Time, Parent or its Affiliates) may engage or the manner or locations in which any of them may so engage in any business; (B) could require the disposition of any material assets or line of business of the Company or any Subsidiary of the Company (or, after the Effective Time, Parent or its Affiliates); (C) grants “most favored nation” status that, following the Merger, would apply to Parent and/or its Affiliates; or (D) materially prohibits or limits the right of the Company or any Subsidiary of the Company (or, after the Effective Time, Parent or its Affiliates) to make, sell or distribute any products or services or use, transfer, license, distribute or enforce any of their respective Intellectual Property Rights; (vii) that relates to indebtedness for borrowed money (including the issuance of any debt security), any capital lease obligations, any guarantee of such indebtedness or debt securities of any other Person, or any “keep well” or other agreement to maintain any financial statement condition of another Person; (viii) that would prevent or materially impair the Company’s ability to consummate the Merger or other transactions contemplated hereby; (ix) that is any joint venture or partnership agreement or other similar agreement or arrangement entered into with another Person relating to the formation, creation, operation, management or control of any partnership or joint venture; (x) that relates to an investment in any other Person that either requires payments over the term of the investment in excess of $1,000,000 in value, whether in cash or assets, or pursuant to which the Company or its applicable Subsidiary has the right to designate one or more members to the board of directors or similar governing body of such Person (or its Affiliates) or other governance rights with respect to such Person (or its Affiliates); or (xi) that is listed (or required to be listed) in Schedule 4.15(b) of the Company Disclosure Schedule. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto Effect: (excluding the Company and i) each of its Subsidiaries), each Company Contract the Material Contracts is legal, valid, valid and binding and enforceable in accordance with its terms on the Company and or its Subsidiaries, as the case may be, and, to the knowledge of the Company, each of its Subsidiaries that is a other party thereto thereto, and is in full force and effect, subject(ii) no event has occurred with respect to the Company or any of its Subsidiaries, as and neither the Company nor any of its Subsidiaries, nor to enforceabilitythe Company’s knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to Creditors’ Rights. Except as take any act which, with or without notice, lapse of time, or both, would not reasonably be expected to have, individually or in constitute a default under the aggregate, a Company provisions of such Material Adverse Effect, Contract and (iii) neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge of the Company, is has received notice from any other party to a Material Contract that it has breached, violated or defaulted under any Material Contract or that any such Company Contract in breach party intends to terminate, or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished not to or otherwise made available to Parentrenew, any such Material Contract. Neither the Company nor any of its Subsidiaries has received written notice is party to any Contract containing any provision or covenant limiting in any material respect the ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to (i) sell any products or services of or to any other Person or in any geographic region, (ii) engage in any line of business or (iii) compete with or to obtain products or services from any Person or limiting the ability of any material violation Person to provide products or services to the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or material default under any Company Contractof their respective Subsidiaries).

Material Contracts. (a) Except for this Agreement, Section 4.16(a4.17 of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of each Contract described in this Section 4.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which the Company or any Company Subsidiary is a 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 4.10(a) of the Company Disclosure Letter sets forth a true and complete list, as (all Contracts of the date type described in this Section 4.17(a), together with the IP Contracts (other than any IP Contract that is a Non-Scheduled License), whether or not set forth on Section 4.17 of this Agreementthe Company Disclosure Letter, of:being referred to herein as the “Material Contracts”): (i) Each mergereach Contract that limits the freedom of the Company, any Company Subsidiary or any of their respective affiliates (including Parent and its affiliates after the Effective Time) to compete or engage in any line of business combinationor geographic region or with any Person or sell, acquisitionsupply or distribute any product or service related to Company Dry Electrode Technology or other line of business that is material to the Company, purchaseor that otherwise has the effect of restricting the Company, sale the Company Subsidiaries or affiliates (including Parent and its affiliates after the Effective Time) from the development, marketing or distribution of Company Dry Electrode Technology or any other Company Technology that is material to the business of the Company and its Subsidiaries, in each case, in any geographic area; (ii) any joint venture, partnership, strategic alliance or limited liability company agreement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries) or similar Contract; (iii) each acquisition or divestiture contract 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 of or making by the Company or any Company Subsidiary of future payments in excess of $100,000500,000; (iiiv) any Contract to provide or disclose Source Code that is included in any Company Technology to any Person, including any Contract to put such Source Code in escrow with a third party on behalf or for the benefit of any Person other than the Company or any Company Subsidiary; (v) other than in the ordinary course of business consistent with past practice (including ordinary course commitments to purchase goods, products and off-the-shelf Technology), each Contract that gives any Person the right to acquire any assets of the Company or any Company Subsidiary after the date hereof with consideration of more than $500,000; (vi) any settlement or similar Contract (A) with a Governmental Entity or (B) 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); (vii) each contract Contract (x) containing any future obligation that cannot be cancelled without penalty with ninety-day notice or (y) pursuant to which the Company or any Company Subsidiary is obligated to pay, or entitled to receive, payments in excess of $1,000,000 in the twelve (12)-month period following the date hereof; (viii) any Contract not otherwise described in any other subsection of this Section 4.17(a) that obligates the Company or any Company Subsidiary to make any future capital investment or capital expenditure outside the ordinary course of business and in excess of $500,000; (ix) each Contract pursuant to which the Company or any Company Subsidiary has agreed to assume or guarantee any liability of any Person or of the Company and the Company Subsidiaries, other than customary indemnity and warranty obligations provided in the ordinary course of business and where the aggregate and total liability of the Company under such Contract does not exceed at any point in time twelve months’ worth of the revenue received by the Company under such Contract prior to such point in time (if any); (x) each Contract, excluding any purchase orders that do not contain material terms and have not been superseded by the Contract to which such purchase order relates, that is a (1) Material Customer Agreement, (2) Material Supplier Agreement, or (3) Material Reseller Agreement; (xi) except where the exercise of any such right or imposition of such limitation does not relate to Company Dry Electrode Technology and has not otherwise 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, each Contract that grants any right of first refusal or right of first offer or that that, other than with respect to non-exclusive licenses or other non-exclusive grants of rights to its products and services in, to or under Company Intellectual Property, limits the ability of the Company, any Company Subsidiary of the Company or any of their respective Affiliates 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, securities businesses or assets assets; (other than xii) each Contract that contains any exclusivity rights or “most favored nations” provisions requiring notice of or consent minimum use or supply requirements that are material in any respect to assignment by any counterparty theretothe Company or its affiliates (including Parent or its affiliates after the Effective Time); (iiixiii) each contract Company Government Contract (A) with a Material Customer or (B) that is otherwise material to the Company and its Subsidiaries, taken as a whole; (xiv) each Contract relating to outstanding or potential Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its the Company Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in an amount in excess of $50,000500,000 including, without limitation, the Existing Credit Agreement and the Convertible Notes Indenture; (ivxv) each employment contract to Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts and Non-Scheduled Licenses agreements) for which the Company aggregate exposure (or a Subsidiary of aggregate value) to the Company and the Company Subsidiaries is reasonably expected to be in excess of $500,000 or with a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to notional value in excess of $500,000; (xvi) each Contract between the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the CompanySubsidiary, on the one hand, and any officer, director or Affiliate affiliate (other than a wholly-wholly owned Subsidiary of the CompanyCompany Subsidiary) of the Company or any of its Subsidiaries Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand; (ix) each contract that obligates , including any Contract pursuant to which the Company or any of its Subsidiaries Company Subsidiary has an obligation to indemnify any past or present directorssuch officer, officersdirector, affiliate, or employees family member; (xvii) each Contract the performance of which requires any material commitment of research, development, engineering or manufacturing personnel or resources of the Company or any of its SubsidiariesCompany Subsidiary, which is not terminable at will by the Company upon 30 days or less prior notice; (xxviii) each material vendor, supplier or third party consulting or similar contract Company Lease; and (xix) any Contract not otherwise described in any other subsection of this Section 4.16(a4.17(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange Act) not otherwise described in this Section 4.16(aSEC) with respect to the Company or any Subsidiary of the Company. (b) Collectively, True and in every material respect complete copies of each Material Contract in effect as of the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract date hereof has been duly authorized and is enforceable on each party thereto (excluding made available to Parent or publicly filed with the SEC prior to the date hereof. Neither the Company and each of its Subsidiaries), each nor any Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Subsidiary is in full force breach of or default under the terms of any Material Contract, except as has not had and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge as of the Companydate hereof, is any no other party to any Material Contract is in breach of or default under the terms of any Material Contract where such Company Contract in breach or default thereunderhas not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Complete Each Material Contract is a valid, binding and accurate copies enforceable obligation of the Company or the Company Subsidiary which is party thereto and, to the Company’s Knowledge, of each Company Contract other party thereto, and is in effect as of full force and effect, subject to the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company ContractEnforceability Limitations.

Material Contracts. (ai) Section 4.16(aAs of the date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by any of the following Contracts: (i) any Contract with respect to indebtedness for borrowed money or any financial guaranty thereof in excess of $1,000,000, other than (A) indebtedness between and among the Company and its Subsidiaries and (B) financial guaranties by the Company of indebtedness owed by its Subsidiaries to third parties; (ii) any Contract that is not terminable at will by the Company without penalty that purports to prohibit the Company or any of its Subsidiaries from competing in any material respect in any business line, with any Person or in any geographic area (provided that in the case of Contracts that did not involve the receipt by the Company of at least $1,000,000 in payments in 2014 and are not expected to involve the receipt of payments by the Company in 2015 of at least $1,000,000, this list is to the Knowledge of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement); (iii) any Contract that involves any exchange-traded, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities over-the-counter or other obligations (including “earnout” swap, cap, floor, collar, futures contract, forward contract, option or any other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments derivative financial instrument with a fair market value in excess of $100,000; 1,000,000; (iiiv) each contract any Contract that grants involved expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $10,000,000 in 2014 or by its terms requires expenditures or guaranteed receipts by the Company or any of its Subsidiaries of more than $10,000,000 in 2015; (v) any Contract that involved, since January 1, 2013, the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets composing a business or capital stock or other equity interests of another Person (other than acquisitions or dispositions of assets, capital stock and other equity interests by and among the Company and its Subsidiaries); (vi) any Contract (other than this Agreement) that is not terminable on 90 days or less notice and by its terms limits the payment of dividends or other distributions by the Company or any of its Subsidiaries; (vii) any joint venture or partnership Contract material to the Company and its Subsidiaries, taken as a whole; (viii) any Contract for the lease of real property material to the operation of the Company’s and its Subsidiaries’ business, taken as a whole; (ix) any Contract that contains a put, call, right of first refusal or right of first offer negotiation, right of first offer, redemption, repurchase or similar right that limits the ability of the Company, any Subsidiary of is material to the Company or any of their respective Affiliates and its Subsidiaries, taken as a whole, pursuant to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries would be required to, or have the option or right to, purchase or sell, as applicable, any equity interests, businesses, lines of business, divisions, joint ventures, partnerships or other assets of any Person; (whether incurred, assumed, guaranteed x) any settlement agreement or secured by any asset) in excess of $50,000; (iv) each employment contract similar Contract with a Governmental Entity or order to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of involving future performance by the Company or any of its Subsidiaries in any such case that is material to the Company and its Subsidiaries, taken as a whole; (xi) any Contract for capital expenditures or the acquisition or construction of fixed assets which requires aggregate future payments in excess of $3,000,000; (xii) any Contract containing covenants 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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify or hold harmless another Person or make any past “earn-out” or present directorsother contingent payment to another Person, officers, or employees unless such obligation to such Person contained in such Contract would not reasonably be expected to exceed a maximum of the Company or $1,000,000; (xiii) any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) Contract that (A) cannot be voluntarily terminated pursuant grants to its terms within 60 days after the Effective Time and any third Person any material exclusive license or supply or distribution agreement or other similar material exclusive rights or (B) under which it grants to any third Person any “most favored nation” rights and is reasonably expected to result in aggregate future payments to the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following 5,000,000 per annum or, to the Effective TimeKnowledge of the Company as of the date hereof, in excess of $2,000,000 per annum; and and (xixiv) each any Contract deemed to be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under of the Exchange ActSEC) not otherwise (all contracts of the type described in this Section 4.16(a3.1(p)(i) with respect being referred to the in this Agreement as “Company or any Subsidiary of the CompanyMaterial Contracts”). (bii) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect, (A) neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge Knowledge of the Company, is any other party, is in material breach of or material default under the terms of any Company Material Contract; (B) each Company Material Contract is a valid and binding obligation of the Company or its Subsidiaries which is party thereto and, to any such Company Contract in breach or default thereunder. Complete and accurate copies the Knowledge of the Company, of each Company Contract other party thereto, and is in effect as of full force and effect, except that such enforcement may be subject to the date hereof Bankruptcy and Equity Exception; and (including all amendments and modificationsC) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its Subsidiaries has received written any written, or, to the Knowledge of the Company, oral, notice of termination or breach with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any material violation of or material default under any Company Material Contract.

Material Contracts. (a) Except for Company Material Contracts filed as exhibits to the Company Reports prior to the date of this Agreement or, as listed in Section 4.16(a3.14(a) of the Company Disclosure Letter sets forth a true and complete listLetter, as of the date of this Agreement, of: neither the Company nor any of the Company Subsidiaries is a party to or bound by (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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; (ix) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item item 601(b)(10) of Regulation S-K under of the Exchange ActSEC) not otherwise or (ii) any Contract that: (A) is a “non-compete,” or similar agreement that restricts or purports to restrict the geographic area in which the Company or any of the Company Subsidiaries may conduct any line of business, or that requires the referral of business opportunities by the Company or any of the Company Subsidiaries that could reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole; (B) relates to partnerships, joint ventures or similar arrangements pursuant to which the Company or any of the Company Subsidiaries invests in any other Person that could reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole; (C) relates to indebtedness of the Company or any of the Company Subsidiaries in excess of $1,000,000; (D) provides for the acquisition or disposition of any assets by the Company or any of the Company Subsidiaries with a purchase price therefor in excess of $500,000; (E) except for as required pursuant to the terms of any Company Benefit Plan, provides for transactions or arrangements between the Company or any of the Company Subsidiaries, on the one hand, and (I) any director or officer of the Company or any of the Company Subsidiaries, (II) any record or beneficial owner of 5% or more of the voting securities of the Company or (III) any Affiliate of any such director, officer or record or beneficial owner, on the other hand; (F) is with on-air talent or employees providing services to the Company or Company Subsidiaries and involves a commitment for annual consideration in excess of $300,000; (G) except for as required pursuant to the terms of any Company Benefit Plan, provides for annual payments in excess of $300,000 by, or $500,000 to, the Company or Company Subsidiaries; or (H) is a local marketing agreement, joint sales agreement or similar agreement; (all contracts of the type described in this Section 4.16(a) with respect 3.14(a), being referred to the herein as a “Company or any Subsidiary of the CompanyMaterial Contract”). (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its the Company Subsidiaries is in breach of or default under the terms of any Company Material Contract norin any material respect. To the knowledge of the Company, no other party to any Company Material Contract is in any material respect in breach of or default under the terms of any Company Material Contract. Each Company Material Contract is a valid and binding obligation of the Company or any Company Subsidiary which is a party thereto and, to the knowledge of the Company, is in full force and effect; provided, however, that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any other party to any such Company Contract proceeding therefor may be brought. True, correct and complete copies, in breach or default thereunder. Complete and accurate copies all material respects, of each Company Material Contract in effect as of the date hereof (including all modifications and amendments thereto and modificationswaivers thereunder) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a4.19(a) of the Company Disclosure Letter Schedule sets forth a true and complete listforth, as of the date of this Agreement, of: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt a correct and complete list of or making of future payments in excess of $100,000; (ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates following Contracts to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of which the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company party, or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to by which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “associates” properties 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;assets is bound: (ixi) each contract that obligates the Company or any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiaries; (x) each material vendor, supplier or third party consulting or similar contract not otherwise described in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs in excess of $50,000 following the Effective Time; and (xi) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (other than any Company Benefit Plan); (ii) any Contract that imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to compete with any other Person or solicit any client or customer; (iii) any Contract that obligates the Company or its Subsidiaries to conduct business with any third party on a preferential or exclusive basis and that is material to the Company and its Subsidiaries, taken as a whole; (iv) any Contract relating to Indebtedness (other than intercompany indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $5,000,000 or that grants a Lien (other than a Permitted Lien) on properties or assets of the Company or any of its Subsidiaries; (v) any Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $5,000,000; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (vii) any Contract entered into on or after January 1, 2024 that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $5,000,000; (viii) any material joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any material joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries or any organizational documents of the Company’s wholly owned Subsidiaries; (ix) any Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or similar obligations that could result in payments in excess of $5,000,000 in the aggregate; (x) any Contract relating to Program Rights under which it would reasonably be expected that the Company and its Subsidiaries would make annual payments in excess of $3,000,000 per year; (xi) any network affiliation Contract (or similar Contract) with ABC, CBS, Fox, NBC, CW, MyNetworkTV or Spanish language networks; (xii) any Contract that is a material Sharing Agreement and any related option agreement (other than those among the Company and its Subsidiaries); (xiii) any Contract that is a channel sharing agreement with a third party or parties with respect to the sharing of spectrum for the operation of two (2) or more separately owned television stations; (xiv) any Contract relating to retransmission or distribution by any MVPD that reported more than 25,000 paid subscribers to the Company and its Subsidiaries for May 2025 with respect to at least one Company Station; and (xv) any Contract with an affiliate or other Person that would be required to be disclosed by the Company under Item 404(a) of Regulation S-K promulgated under the Exchange Act. All contracts of the types referred to in clauses (i) not otherwise described in this Section 4.16(athrough (xv) with respect above are referred to herein as “Company Material Contracts.” (b) Neither the Company or nor any Subsidiary of the Company. (b) Collectively, Company is in breach of or default in any respect under the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a terms of any Company Material Adverse Effect Contract and, to the Knowledge of the Company, no other party to any Company Material Contract is in breach of or default in any respect under the terms of any Company Material Contract, and assuming each Company Contract no event has been duly authorized and is enforceable on each party thereto (excluding occurred or not occurred through the Company and each Company’s or any of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and is in full force and effect, subject, as to enforceability’ action or inaction or, to Creditors’ Rights. Except the Company’s Knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither . To the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge Knowledge of the Company, each Company Material Contract (i) is any a valid and binding obligation of the Company or the Subsidiary of the Company that is party thereto and of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There are no disputes pending or, to the Company’s Knowledge, threatened with respect to any such Company Contract in breach or default thereunder. Complete Material Contract, and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. True and complete copies of the Company Material Contracts and any material violation amendments thereto have been made available to Representatives of Parent prior to the date of this Agreement, except if providing any such Contract would reasonably be expected to violate any applicable Law or material default under any such Company Material Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets Except as set forth on Schedule 4.2(n), neither Proton nor TD is a true and complete list, as of the date of this Agreement, ofparty to or bound by any: (i) Each merger, business combination, acquisition, purchase, sale Contract that requires future payments by Proton 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 TD of more than $250,000 in the receipt aggregate for both of or making of future payments them in excess of $100,000any twelve (12) month period; (ii) each contract that grants any right loan agreement, letter of first refusal credit, mortgage, note, guarantee of Indebtedness or right other instrument evidencing Indebtedness of first offer Proton or TD; (iii) real property lease, sublease or license of Proton or TD (a “Real Property Lease”) (iv) Contract that limits or purports to limit the ability of the CompanyProton, any Subsidiary of the Company TD or any of their respective Affiliates to owncompete in any way in any line of business, operate, sell, transfer, pledge with any particular Person or otherwise dispose of in any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiariesjurisdiction; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts Contract entered into which purports to limit the ability of the Company Proton, TD or any of its Subsidiaries (including Parent upon consummation of the Transactions) their respective Affiliates to compete hire or otherwise engage in any line of business or with any Person or geographic areasolicit Persons for employment; (vi) each contract pursuant to which Contract that grants any form of Encumbrance over an asset of Proton or TD (other than those granted in the Company or any Subsidiary ordinary course of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notesbusiness consistent with past practice); (vii) each partnershipEmployment agreement, joint venture, limited liability company, grantor trust, strategic alliance severance agreement or other agreement that requires payments upon a “change in control” or similar agreement payments or Contract covering any employee or former employee of Proton or TD that, individually or collectively, could give rise to which the Company payment of any amount that would not be deductible by Proton or a Subsidiary TD by reason of, or constitute an “excess parachute payment” under, Section 280G of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries)Code; (viii) each contract between Severance, separation, termination or among the Company employment agreement which would require Purchaser to assume any obligation to make payments to any current or any Subsidiary former employee following termination of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective “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 handemployment; (ix) each contract Employment agreement, independent contractor agreement, agreement with any employment agency, leasing agency or professional employment organization that obligates would limit Purchaser’s ability to terminate the Company employment or services of any of its Subsidiaries to indemnify any past or present directors, officers, or employees of the Company or any of its Subsidiariesindividual at will; (x) each material vendorcollective bargaining agreement or other agreement or arrangement with a labor union, supplier labor organization, workers council or third party consulting other similar body; (xi) Contract that provides for the services of any distributor, dealer, sales representative or similar contract not otherwise described arrangement; (xii) Contract for the future purchase of supplies, materials or equipment, including, without limitation, any concession agreement, that is in this Section 4.16(a) that (A) cannot be voluntarily terminated pursuant to its terms within 60 days after the Effective Time and (B) under which it is reasonably expected the Company or any of its Subsidiaries will be required to pay fees, expenses or other costs an amount in excess of $50,000 following the Effective Time; and500,000; (xixiii) each “material contract” Contract under which Proton or TD has guaranteed the Liabilities of, or indemnified, any Person; (as such term is defined xiv) Contract that relates in Item 601(b)(10whole or in part to Proton’s or TD’s Intellectual Property Rights; (xv) partnership, joint venture or other similar agreements or arrangements; (xvi) any other Contract for amounts in excess of Regulation S-K under $250,000 entered into other than in the Exchange Act) not otherwise ordinary course of business (the Contracts described in this Section 4.16(a) clauses (i)-(xiv), together with respect all amendments, exhibits and schedules to such Contracts, being the Company or any Subsidiary “Material Contracts”). Each of the Company. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and assuming each Company Contract has been duly authorized and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its terms on the Company and each of its Subsidiaries that is a party thereto and Contracts is in full force and effecteffect and is the legal, subjectvalid and binding obligation of Proton, as to enforceabilityand, to Creditors’ Rightsthe Knowledge of the Seller and Proton, of the other parties thereto, enforceable against each of them in accordance with its terms. Except as would not reasonably be expected with respect to have, individually any defaults of Proton or in Seller under the aggregate, a Company Material Adverse Effectsecurities purchase agreement and the related loan and other documents of Seller and Proton with Perseus, neither the Company Proton nor any of its Subsidiaries TD is in breach or default under any Company Contract Material Contract, nor, to the knowledge Knowledge of the CompanySeller and Proton, is any other party to any such Company Material Contract in breach of or default thereunder. Complete and accurate copies of each Company Contract in effect as of the date hereof (including all amendments and modifications) have been furnished to or otherwise made available to Parent. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of or material default under any Company Contract.

Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete listExcept for this Agreement, as of the date of this Agreement, ofneither the Company nor any of its Subsidiaries is a party to or bound by, in each case other than any Company Benefit Plan, any Contract, obligation, judgment, injunction, order or decree: (i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected required to result in be filed by the receipt Company as a “material contract” under Section 12.2 of or making of future payments in excess of $100,000National Instrument 51-102 – Continuous Disclosure Obligations; (ii) each contract that grants contains any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto); (iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000; (iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries; (v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially limits or restricts (or purports to materially limit or restrict) the ability of the Company or any of its Subsidiaries (including Parent upon consummation to make distributions or declare or pay dividends in respect of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area; (vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any their capital stock stock, partnership interests, membership interests or other equity interests interests, as the case may be, in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes); (vii) each partnershipcase, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Organizational Documents of the Company and its Subsidiaries; (iii) other than solely among direct or indirect wholly-owned Subsidiaries); (viii) each contract between or among the Company or any Subsidiary Subsidiaries of the Company, on relating to the one handcreation, and any officerincurrence, director assumption or Affiliate (other than a wholly-owned Subsidiary guarantee of Indebtedness of the CompanyCompany and its Subsidiaries in a principal amount that exceeds $2,500,000; (iv) that is a settlement or similar agreement with any Governmental Authority or order or consent of a Governmental Authority to which the Company or any of its Subsidiaries is subject involving future performance by the Company, its Subsidiaries or any of their respective “associates” or “immediate family” members (Affiliates, in each case that is material to the Company and its Subsidiaries, taken as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other handa whole; (ixv) that (A) limits in any material respect either the type of business in which the Company, its Subsidiaries and their respective Affiliates may engage or the manner or locations in which any of them may so engage in any business, or (B) grants “most favoured nation” status in a manner that would materially restrict or affect the future business activity of the Company and its Subsidiaries and their respective Affiliates, in each contract case that is material to the Company and its Subsidiaries, taken as a whole; (vi) that grants any rights of first refusal, rights of first negotiation or other similar rights to any person with respect to the sale of any ownership interest of the Company or its Subsidiaries or any business or assets of the Company and its Subsidiaries, taken as a whole, in each case that is material to the Company and its Subsidiaries, taken as a whole; (vii) that obligates the Company or any of its Subsidiaries to indemnify make any past (or present directorsany series of related) capital commitment or capital expenditure (excluding capitalized salaries) in excess of $2,500,000 individually after the date hereof through September 1, officers2022 or $2,500,000 individually thereafter; (viii) that requires by its terms or is reasonably likely to require the payment or delivery of cash or other consideration by or to the Company and/or its Subsidiaries in an amount having an expected value in excess of $2,500,000 in the fiscal year ending August 31, 2021 or in any fiscal year thereafter and cannot be cancelled by the Company and/or its Subsidiaries without penalty or further payment without more than 180 days’ notice; (ix) that relates to the formation, creation, governance or control of, or employees the economic rights or obligations of the Company or any of its SubsidiariesSubsidiaries in, any material joint venture, limited liability company, partnership or other similar arrangement; (x) each material vendorthat is a “market access”, supplier or third party consulting “skin” or similar contract not otherwise described in this Section 4.16(aContract relating to the operation or allocation of revenue with respect to online sports betting or other gaming; and (xi) that (A) cannot be voluntarily terminated relates to the acquisition, disposition or similar business combination transaction of any business, assets or properties (whether by merger, sale of stock, sale of assets or otherwise) pursuant to its terms within 60 days after the Effective Time and which (Bx) under which it is reasonably expected any material earn-out or deferred or contingent payment obligations remain outstanding or (y) a material claim for indemnification may still be made against the Company or any of its Subsidiaries will be required (excluding for breaches of representations and warranties), or (B) relates to pay feesany pending acquisition, expenses disposition or other costs similar business combination transaction (whether by merger, sale of stock, sale of assets or otherwise), in each case where the consideration is in excess of $50,000 following 2,500,000. Each Contract constituting any of the Effective Time; and foregoing types of Contract (xi) each “material contract” (as such term is defined in Item 601(b)(10) whether or not listed on Section 3.26 of Regulation S-K under the Exchange Act) not otherwise described in this Section 4.16(a) with respect to the Company or any Subsidiary of the CompanyDisclosure Letter) is referred to as a “Material Contract”. (b) Collectively, the contracts set forth in Section 4.16(a) are herein referred to as the “Company Contracts.” Except as would not reasonably be expected to have, individually or in the aggregate, a Company A true and complete copy of each Material Adverse Effect and assuming each Company Contract has been duly authorized made available to Purchaser. Except for expirations in the ordinary course and is enforceable on each party thereto (excluding the Company and each of its Subsidiaries), each Company Contract is legal, valid, binding and enforceable in accordance with its the terms of such Material Contract, each Material Contract is valid and binding on the Company and or its Subsidiaries, as applicable, and, to the Knowledge of the Company, each of its Subsidiaries that is a other party thereto thereto, and is in full force and effect, subject, as to enforceability, to Creditors’ Rights. Except except as would not have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither . To the Company nor any of its Subsidiaries is in breach or default under any Company Contract nor, to the knowledge Knowledge of the Company, each Material Contract is enforceable by the Company or its Subsidiaries, as applicable, in accordance with its terms, except as may be limited by the Enforceability Exceptions and except where the failure of such Material Contract to be enforceable would not have, or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no default under any such Material Contracts by the Company or its Subsidiaries, or, to the Knowledge of the Company, any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or its Subsidiaries, or, to any such Company Contract in breach or default thereunder. Complete and accurate copies of each Company Contract in effect as the Knowledge of the date hereof (including all amendments and modifications) have been furnished Company, any other party thereto, in each case, except as would not have, or reasonably be expected to have, individually or otherwise made available to Parentin the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received any written notice challenging the validity or enforceability of any material violation Material Contract except where the failure of such Material Contract to be valid or material default under any enforceable would not have, or reasonably be expected to have, individually or in the aggregate, a Company ContractMaterial Adverse Effect.