Common use of Material Contracts Clause in Contracts

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of the Contracts to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(iExcept as set forth in Section 3.10(a) contains an accurate and complete list of the Contracts to which Seller Disclosure Schedule, as of the Closing Date, neither Parent nor any of the Company or its Subsidiaries Affiliates is a party or by which to any currently effective Contract related primarily to the Business, and none of the Company Purchased Assets or its Subsidiaries Business Licensed Intellectual Property are bound subject to any Contract, that are or involve (each, a “Material Contract”): (Ai) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueany Top Customer; (Bii) any non-customer Contract with Top Supplier; (iii) obligations (contingent or otherwise) of, or payments by, Parent or any Governmental Authority of its Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement (other than Network Agreementsthose written agreements with employees or individual consultants); (Civ) each Network Agreement; (D) payments to Parent or any Contract with any current employee that either (i) provides base compensation of its Affiliates related primarily to the Business in excess of $200,000 50,000 in any one calendar year or (ii) entitles $100,000 over the current term of such employee to severanceagreement; (Ev) the license, assignment or transfer of any material Intellectual Property right to or from Parent or any of its Affiliates used or held for use exclusively in connection with the Business or the Products, including without limitation the Licensed Intellectual Property Agreements (in each case, other than non-employee sales representative exclusive licenses to Parent or sales agent to its Affiliates arising from the extent there has been aggregate compensation to such nonpurchase of “off-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant the-shelf” or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitationstandard products, non-competition exclusive licenses from Parent or its Affiliates to persons solely for the purpose of such person providing services or products to Parent or its Affiliates, or non-disclosure agreements or agreements in the form(s) previously provided to Buyer relating to proprietary information and most-favored nation pricing restrictions, which inventions executed in favor of Parent and its Affiliates by employees that are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director key officers or officer key employees of any Seller, the Company, the Company’s Subsidiaries or any of their Parent and its Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(icollectively, “Excluded Contracts”)); (Hvi) any restriction on the granting right or ability of a Lien (other than a Permitted Lien) upon Parent or any material assets of its Affiliates to do any of the Company or its Subsidiariesfollowing in each case, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge with respect to the Business: (A) to solicit any customer of any other person; (B) to acquire any product or other agreement relating asset or any services from any other person; (C) to Indebtedness solicit, hire or retain any person as an employee, consultant or independent contractor; or (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable D) to engage in the ordinary course and Business in any performance bonds geographic area or other security set forth on Disclosure Schedule 3.1(l))market segment or during any period of time; (Ivii) the acquisition of an equity interest indesign, development, or of all or substantially all testing of the assets Products, or business of, any other Person entered into on or after January 1, 2013clinical trials (including pre- and post-marketing trials) relating to the Products; (Jviii) the manufacture, marketing, sale or distribution of any Products in any jurisdiction, or any restrictions on Parent’s or any of its Affiliates’ exclusive rights to develop, manufacture, assemble, distribute, market and sell the Products; (ix) indemnification by Parent or any of any Person its Affiliates with respect to losses relating infringements of Intellectual Property rights primarily used in or primarily related to any current the Products or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business)Business; (Kx) a joint venture the purchase of materials, supplies or partnershipequipment primarily related to the Business; (Lxi) joint ventures, partnerships or teaming arrangements, or involving a sharing of profits, losses, costs or Liabilities of Parent or any Leaseof its Affiliates primarily related to the Business; (Mxii) any Contract between the Company Indebtedness or any Subsidiary of the Company, Encumbrances on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (Business other than employment, equity, indemnification or service agreements entered into would not result in the ordinary course of business consistent with past practice)any material Liability to Buyer; (Nxiii) any customer Contract involving an indefeasible right of use settlement related to the Products or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))the Business; (Oxiv) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in Contract with material obligations primarily related to the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000Business; or (Qxv) any agreement not made other Contract that would otherwise be a “material contract” for the Business considered collectively on a stand-alone basis (as such term is defined in the ordinary course Item 601(b)(10) of business and that is material to the business Regulation S-K of the Company, except as otherwise listed in response to clauses (A) through (P) aboveSEC). (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Each of the Material Contracts are validis in full force and effect and is the legal, valid and binding and enforceable against the Company in accordance with their terms obligation of Parent or any of its Affiliates which is party thereto, and, to the Knowledge of Parent, of the Company, are valid, binding and other parties thereto enforceable against each other party theretoof them in accordance with its terms and, and are upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Section 3.10(b) of the Seller Disclosure Schedule, continue in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company Neither Parent nor any of its Affiliates nor, to the Knowledge of Parent, the other party thereto or parties thereto, is in material breach or material non-compliance of the term of any Material Contract. Neither Parent nor any of its Affiliates has received written notice of any default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the CompanyParent, any other oral notice of default or threat thereof with respect to any Material Contract. (c) Parent has made available to Buyer complete and correct copies of all Material Contracts, together with all amendments, modifications or supplements thereto. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Schedule, no consent of any third party thereunderis required under any Material Contract as a result of or in connection with, (b) would allow or give rise to and the limitation, revocation, modification, or termination enforceability of any Material Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement, any of the Ancillary Agreements or (c) would result the consummation of the transactions contemplated hereby or thereby, except where the failure to obtain such consent or the effect on enforceability, individually or in the impairment aggregate, would not reasonably be expected to be material to the Business. Subject to obtaining the consents set forth in Section 3.10(d) of the rights Seller Disclosure Schedule, the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the Company under transactions contemplated hereby or thereby will not cause an increase or acceleration of any Material Contract; nor has the Company obligations of Parent or any Subsidiary received of its Affiliates pursuant to any notice regarding contract, agreement or other arrangement listed in Section 3.10(b) of the matters described in (a) through (c). There is no pending disagreement Seller Disclosure Schedule or dispute with give additional rights to any other party to thereto nor will any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written such Material Contract (and written summaries of the terms of in any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, other way be materially modifyadversely affected by, or refuse to perform such Material Contractterminated or lapse by reason of, or any written notification that a party intends to refuse renew such Material Contractthe transactions contemplated by this Agreement.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(iExcept for this Agreement, the Company Plans or documents filed as an exhibit (or incorporated by reference) contains an accurate and complete list to the Company’s Annual Report on Form 10-K with the SEC, or as set forth in Part 2.11(a) of the Contracts to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (eachDisclosure Schedule, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereofof this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by any Contract (i) constituting a “material contract” (as such term is defined in excess Item 601(b)(10) of Regulation S-K of the SEC); (ii) under which expected receipts or expenditures exceeds $250,000 in the current or any future calendar year; (iii) evidencing indebtedness for borrowed or loaned money of $75,000; 250,000 or more, including guarantees of such indebtedness by the Company or any Company Subsidiary, other than those guarantees by the Company of real property leases of certain Company Subsidiaries as identified in Part 2.11(a) of the Disclosure Schedule; (Fiv) a covenant creating or other restriction relating to any partnership or joint venture or any sharing of profits or losses by the Company or any Company Subsidiary with any third party; (v) containing covenants binding upon the Company or any of its Affiliates that materially limits restricts the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their its Affiliates (other than employment agreements with such Persons entered into in or which, following the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets consummation of the Company Merger could materially restrict the ability of the Surviving Corporation or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating Affiliates) to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable compete in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business Company and its Affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of the Company or any of its Affiliates (or which, following the consummation of the Merger, would restrict the ability of the Surviving Corporation or its Affiliates) to compete with any Person or in any geographic area; (vi) relating to the lease or license of any material asset, including material Intellectual Property or Trademarks; (vii) constituting a franchise agreement entered into between a franchisee and the Company and one or more of its Subsidiaries; or (viii) under which expected receipts or expenditures exceed $200,000 and that has a term of more than one year which cannot be terminated on written notice of sixty (60) days or less without payment of penalty or premium (all contracts of the type described in this Section 2.11(a), the “Company Material Contracts”). (b) Neither the Company nor any Company Subsidiary is in material breach of or default under the terms of any Company Material Contract. To the Knowledge of the Company, except as otherwise listed no other party to any Company Material Contract is in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii)breach of or default under the terms of any Company Material Contract where such breach or default would have, all individually or in the aggregate, a Material Contracts are valid, Adverse Effect. Each Company Material Contract is a valid and binding and enforceable against obligation of the Company in accordance with their terms or the Company Subsidiary which is party thereto and, to the Knowledge of the Company, are valid, binding and enforceable against of each other party thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under , except that (i) such Material Contractsenforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect, relating to creditors’ rights generally and neither the Company nor any (ii) equitable remedies of specific performance and injunctive and other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse forms of time, or both, (a) would constitute a material default by the Company or, equitable relief may be subject to equitable defenses and to the Knowledge discretion of the Company, court before which any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractproceeding therefor may be brought.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i4.12(a) contains an accurate sets forth a true, correct and complete list of, and the Company has made available to SPAC (including written summaries of the Contracts oral Contracts), true, correct and complete copies of, each Contract to which any of the LLP Company or its Subsidiaries is a party or by which any LLP Company, or any of the Company its properties or its Subsidiaries assets are bound that are or involve (eacheach Contract required to be set forth on Schedule 4.12(a), a “Company Material Contract”):) that: (i) contains covenants that limit in any material respect the ability of any LLP Company (A) the twentyto compete in any line of business or with any Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-five competition covenants, employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (25B) largest customers of the Company to purchase or acquire an interest in September 2016 based on the dollar amount of invoiced monthly recurring revenueany other Person; (Bii) relates to the formation, creation, operation, management or control of any nonjoint venture, profit-customer Contract with sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any Governmental Authority (other than Network Agreements)partnership or joint venture; (Ciii) each Network Agreementinvolves any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices; (Div) evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any Contract with asset) of any current employee that either (i) provides base compensation LLP Company having an outstanding principal amount in excess of $200,000 in any calendar year or (ii) entitles such employee to severance250,000; (Ev) any non-employee sales representative involves the acquisition or sales agent to the extent there has been disposition, directly or indirectly (by merger or otherwise), of assets with an aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) value in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates 250,000 (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice)) or shares or other equity interests of any LLP Company or another Person; (Nvi) relates to any customer Contract involving an indefeasible right merger, consolidation or other business combination with any other Person or the acquisition or disposition of use any other entity or similar right to use dark its business or lit Network Fiber involving an annual payment material assets or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))the sale of any LLP Company, its business or material assets; (Ovii) by its terms, individually or with all related Contracts, calls for aggregate payments or receipts by the LLP Companies under such Contract or Contracts under which of at least $250,000 per year or $500,000 in the aggregate; (viii) is with any Top Customer or Top Vendor; (ix) obligates the LLP Companies to provide continuing indemnification (excluding Contracts executed principally with respect to another subject matter that contain, as part thereof, customary indemnification provisions) or a guarantee of obligations of a third party, in either case, after the date hereof in excess of $250,000; (x) is between any LLP Company is lessee and any directors, officers or employees of an LLP Company, or holds, uses or operates any tangible property Related Person (other than real property) that is owned by any other Personat-will employment, other than such Contracts assignment of Intellectual Property or confidentiality arrangements with employees entered into in the ordinary course of business business, consistent with past practice practice), including all non-competition, severance and not indemnification agreements; (xi) obligates the LLP Companies to make any capital commitment or expenditure in excess of $100,000 250,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)including pursuant to any joint venture); (Pxii) all Contracts relates to a material settlement entered into within three (3) years prior to the date of this Agreement or under which any LLP Company has outstanding obligations (other than customer Contractscustomary confidentiality obligations); (xiii) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property provides another Person (other than real propertyanother LLP Company or any manager, director or officer of any LLP Company) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000with a power of attorney; or (Qxiv) is otherwise material to any agreement not made in LLP Company and outside of the ordinary course of business and that is material to the business of the Company, except as otherwise listed not described in response to clauses (Ai) through (P) abovexiii). (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all With respect to each Company Material Contracts are valid, Contract: (i) such Company Material Contract is valid and binding and enforceable in all respects against the LLP Company in accordance with their terms party thereto and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are is in full force and effect. The effect (except, in each case, as such enforcement may be limited by the Enforceability Exceptions); (ii) no LLP Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in breach or default, in any material default thereunderrespect, nor and, to the Knowledge of the Company, no event has there occurred any event that with the passage of time or giving of notice or lapse of time, or both, (a) both would constitute a material breach or default by any LLP Company, or permit termination or acceleration by the other party thereto, under such Company Material Contract; (iii) to the Knowledge of the Company, no other party to such Company Material Contract is in breach or default in any material respect, and no event has occurred that with the passage of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or acceleration by any LLP Company, under such Company Material Contract; (iv) no LLP Company has received written or, to the Knowledge of the Company, oral notice of an intention by any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any such Company Material Contract to terminate such Company Material Contract or (c) would result amend the terms thereof, other than modifications in the impairment ordinary course of business that do not adversely affect the LLP Companies, taken as a whole, in any material respect; and (v) no LLP Company has waived any material rights of the Company under any Material Contract; nor has the such Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (a) Section 3.14(a) of the Schedules sets forth a list of all of the Contracts of the Company Entities that: (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list involve individual or aggregate payments to or by any Company Entity in excess of $100,000 in either of the Contracts to which any of past two (2) full fiscal years or $75,000 in the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenuecurrent fiscal year; (Bii) involve remaining aggregate payments to or by any non-customer Contract with any Governmental Authority Company Entity in excess of $100,000 and have a remaining term of more than one (other than Network Agreements1) year from the date hereof (and cannot be terminated by such Company Entity without material penalty); (Ciii) each Network Agreementconcern the operation or establishment of a partnership, joint venture or similar arrangement; (Div) require any Contract with Company Entity to purchase its total requirements for any current employee product or service from a third party or that either (i) provides base compensation in excess of $200,000 in any calendar year contain “take or (ii) entitles such employee to severancepay” provisions; (Ev) any nonprovide for earn-employee sales representative outs or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000similar contingent obligations; (Fvi) a covenant relate to the acquisition, issuance or other restriction that materially limits the ability transfer of the any securities of any Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ noticeEntity; (Gvii) create or guarantee any director Indebtedness or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of impose a Lien (other than a Permitted Lien) upon on any material assets of the any Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness Entity (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)trade payables); (Iviii) provide for the disposition of the assets (other than in the Ordinary Course of Business) or business of any Company Entity or any agreement for the acquisition of an equity interest in, or of all or substantially all of the assets or business of, of any other Person entered into on (whether by merger, sale of stock, sale of assets or after January 1, 2013otherwise) (other than in the Ordinary Course of Business); (Jix) indemnification include any covenant binding on any Company Entity or any director, manager, officer or employee of 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 Person manner or place; (x) are with respect to losses relating to any current or former business employee, officer, manager, director, consultant or 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 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 terminable without penalty or other cost on thirty (other than standard indemnification provisions 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 the ordinary course Ordinary Course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between Business and which creates an obligation of the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not Entities in excess of $100,000 100,000. (collectively, the “Tangible Property LeasesMaterial Contracts”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all True and complete copies of each Material Contract have been made available to the Buyer. Each of the Material Contracts are valid, is a valid and binding and enforceable against the Company in accordance with their terms and, to the Knowledge obligation of the Companyapplicable Company Entity, are valid, binding and enforceable against each other party thereto, and are is in full force and effect, and 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 time in effect which affect creditors’ rights generally, or (B) legal and equitable limitations on the availability of specific remedies. The None of the Company has performed all material obligations imposed on it under Entities are, and to Sellers’ Knowledge each other party to each such Material ContractsContract is not, in material breach or default of any terms or conditions thereunder, and neither the Company nor any other party thereto is in material default thereunder, nor no event has there occurred any event that which with notice or lapse of time, time or both, (a) both would constitute a material breach or default by the Company or, to the Knowledge of the Company, under any other party thereunder, (b) would allow terms or give rise to the limitation, revocation, modification, or termination conditions of any Material Contract or (c) would result in permit termination, modification or acceleration thereof, or reduce any material benefits thereunder. Since January 1, 2016, neither the impairment of the rights of Sellers nor the Company under Entities has received written notice that any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, terminate any Material Contract or refuse to perform such Material Contract, or repudiate any written notification that a party intends to refuse renew such Material Contractprovision thereof.

Material Contracts. (ia) Section 3.15 of the Company Disclosure Schedule 3.1(o)(i) contains an accurate and complete list includes, as of the date of this Agreement, all of the following Contracts (other than purchase orders, invoices and mineral leases) to which any member of the Company or its Subsidiaries Alkali Group is a party or by which any is bound (together with the Union Agreements, the “Material Contracts”) (provided that Section 3.15 of the Company Disclosure Schedule shall not be required to reference each individual purchase order, invoice or its Subsidiaries mineral lease, but regardless of whether such Contracts are bound that are or involve (eachreferenced, each shall be considered a “Material Contract”): (Ai) any Contract or group of related Contracts that involves non-cancelable commitments to make capital expenditures or which provides for payments for goods or services by the twenty-five (25) largest customers members of the Company Alkali Group to any Person in September excess of $5,000,000 in fiscal year 2016 based on or the dollar amount performance of invoiced monthly recurring revenuewhich is expected to involve expenditures by the Alkali Group in excess of $15,000,000 over the life of the Contract; (Bii) any non-customer Contract with any Governmental Authority (other than Network Agreements)or group of related Contracts that involved annual consideration for products or services provided by the Alkali Group in excess of $5,000,000 in fiscal year 2016 or the performance of which is expected to involve revenue to the Alkali Group in excess of $15,000,000 over the life of the Contract; (Ciii) each Network Agreementany joint venture or partnership agreements with any unaffiliated third party involving a sharing of profits or losses with such unaffiliated third party; (Div) any Contract employment or consulting agreements with any current employee that either (i) provides natural person involving an annual base compensation in excess of $200,000 in 175,000 and any calendar year independent contractor or (ii) entitles such employee to severance; (E) consulting agreements with any non-employee sales representative natural person or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 any organization composed of no more than one natural person (whether paid or accrued as of the date hereofnot incorporated or employing a trade name) involving an annual fee in excess of $75,000175,000; (Fv) a covenant or other restriction that materially limits any Contract pursuant to which the ability members of the Company to conduct its businessAlkali Group are a lessee of any personal property or real property, including non-solicitationfor which the aggregate annual base rent or lease payments exceed $5,000,000, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ noticerespectively; (Gvi) any director Contract providing for or officer securing Indebtedness in an amount in excess of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates $1,000,000 outstanding (other than employment agreements with such Persons entered into in (A) intracompany Indebtedness (as between the ordinary course members of business the Alkali Group) and (B) trade accounts payable and other accrued current liabilities) or plans or agreements set forth relating to any Liens on Disclosure Schedule 3.1(p)(i))any assets of the Alkali Group; (Hvii) any Contract with respect to any future disposition or granting a right of first refusal or first negotiation with respect to the granting sale of a Lien any equity interests or assets (other than a Permitted Lienor rights thereto) upon of any material assets member of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))Alkali Group; (Iviii) the acquisition of any Contract that is an equity interest in, operating or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013leveraged lease for railcars; (Jix) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into Contracts in the ordinary course of business); (K) a joint venture , Contracts for the acquisition, sale, assignment, transfer or partnership; (L) other acquisition or disposition of any Lease; (M) any Contract between the Company business or any Subsidiary material assets of the Companymembers of the Alkali Group (in a single transaction or a series of related transactions, on the one handwhether by merger, sale of stock, sale of assets or otherwise) and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying RightsA) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee members of the Alkali Group have any continuing liability or holds, uses or operates any tangible property (other than real propertyB) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not which were for a purchase price in excess of $100,000 (15,000,000, and were entered into by any member of the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))Alkali Group after April 1, 2015; (Px) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and containing a provision that is material to the business of the Company, except as otherwise listed in response to clauses (A) through materially restricts any member of the Alkali Group from competing in a particular geographic area or scope of business or from soliciting any Person for business, (PB) abovelimits or restrains the Alkali Group from soliciting any individual for employment or (C) contains “most favored nation” pricing terms or grants any right of first offer or right of first refusal; (xi) any Contract with a customer of the Alkali Group granting such customer exclusive relations; (xii) any material Contract for the supply of products or services to a Governmental Entity; (xiii) any Contract, excluding a mineral lease, under which a third Person that is not a member of the Alkali Group is entitled to a share of production from (or that is attributable to) the Mineral Rights or any payment calculated directly, in whole or in part, using the amount of production from Mineral Rights; (xiv) any settlement, conciliation, or litigation “standstill” Contract pursuant to which, after the date of this Agreement, a member of the Alkali Group will be required to satisfy any obligation; (xv) any Contract with an officer or director of any members of the Alkali Group; and (xvi) any performance bonds or surety bonds of the Alkali Group. (iib) The Company has made available an accurate copy, or, solely with respect to oral contracts, a fair summary of key terms of, each Material Contract. Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against Section 3.16(b) of the Company in accordance with their terms Disclosure Schedule, each Material Contract is a legal, valid and binding obligation of a member of the Alkali Group, and, to the Knowledge of the Company, are valid, binding and enforceable against on each other party counterparty thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under , except for such Material Contractsfailures to be valid, binding or in full force and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event effect that with notice have not had or lapse of time, or both, (a) would constitute not reasonably be expected to have a material default by and adverse effect on the Company orBusiness. No member of the Alkali Group, on the one hand, nor, to the Knowledge of the Company, any other party thereunderto a Material Contract, (b) would allow on the other hand, is in breach or give rise to the limitation, revocation, modification, or termination of default in any material respect under any Material Contract or (c) would result in to which it is a party. There are no material disputes pending or, to the impairment Knowledge of the rights Company, threatened in writing, and, to the Knowledge of the Company under no written notice of any intention to terminate or materially modify any Material Contract; nor Contract has the Company or been received by any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries member of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancelAlkali Group since December 31, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract2016.

Material Contracts. (a) Except for those agreements filed as exhibits to the Buyer SEC Reports and those agreements set forth on Section 5.9(a) of the Buyer Disclosure Schedule (collectively, the “Buyer Material Agreements”), none of the Buyer Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral): (i) Disclosure Schedule 3.1(o)(iwhich is a “material contract” (as such term is defined in Item 601(b)(10) contains an accurate and complete list of Regulation S-K of the Contracts to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network AgreementsSEC); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee which constitutes a contract or commitment relating to severance; indebtedness for borrowed money or the deferred purchase price of property (E) in either case, whether incurred, assumed, guaranteed or secured by any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereofasset) in excess of $75,00010,000,000; (Fiii) a covenant which contains any provision that prior to or other restriction that following the Effective Time would materially limits restrict or alter the ability conduct of business of, or purport to materially restrict or alter the Company to conduct its businessof business of, whether or not binding on, Buyer or any controlled Affiliate of Buyer, including non-solicitationby materially restricting the disposition of any business or assets; (iv) which is a lease or license (whether of real, non-competition and most-favored nation pricing restrictions, which are personal or intangible property) providing for annual rentals or fees of $2,000,000 or more that cannot terminable be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by the Company on sixty (60) days’ noticesuch Buyer Group Entity of any material penalty; (Gv) which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets that in each case both (A) cannot be terminated by any director or officer Buyer Group Entity on not more than 60 days’ notice without payment by any of Buyer Group Entity of any Seller, the Company, the Company’s Subsidiaries material penalty and (B) involves annual revenues or any payments in excess of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))$10,000,000; (Hvi) the granting of which is a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiariespartnership, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge joint venture or other similar agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))arrangement; (Ivii) which is a contract relating to the acquisition or disposition of an equity interest inany business or assets (whether by merger, or sale of all or substantially all stock, sale of the assets or business of, any other Person entered into on otherwise) with a purchase price of $10,000,000 or after January 1, 2013more; (Jviii) indemnification of any Person with respect to losses relating contract that relates to any current commodity or former business of the Company (interest rate swap, cap or collar or other similar hedging or derivate transactions, other than standard indemnification provisions entered into in any contract for purchase and sale of commodities and the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements associated hedging instruments entered into in the ordinary course of business consistent with past practice); (Nix) any customer Contract involving an indefeasible right contract relating to the gathering, processing, treating, transportation, storage, sale or purchase of use natural gas, condensate or similar right to use dark other liquid or lit Network Fiber involving an gaseous hydrocarbons or the products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance contract) in each case that involves annual payment revenues or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not payments in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,00010,000,000; or (Qx) any agreement not made in the ordinary course of business and that is material contract relating to the business construction of the Company, except as otherwise listed capital assets or other capital expenditures in response to clauses (A) through (P) aboveeach case that involves annual revenues or payments in excess of $10,000,000. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such Buyer Material Agreement may be limited by applicable Law and public policy, each of the Buyer Material Agreements (i) constitutes the valid and binding obligation of the applicable Buyer Group Entity and, to the knowledge of the Buyer Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) Except is in full force and effect as set forth on Disclosure Schedule 3.1(o)(ii)of the Execution Date, all and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, in each case unless the failure to be so would not constitute, individually or in the aggregate, a Buyer Material Contracts are valid, binding and enforceable against the Company in accordance with their terms andAdverse Effect. (c) There is not, to the Knowledge of any of the CompanyBuyer Parties, are validunder any Buyer Material Agreement, binding and enforceable against each other party theretoany default or event which, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, time or both, (a) would constitute a material default by on the Company or, to the Knowledge part of any of the Companyparties thereto, any except such events of default and other party thereunderevents as to which requisite waivers or consents have been obtained or which would not constitute, (b) would allow individually or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any aggregate, a Buyer Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractAdverse Effect.

Material Contracts. (ia) Section 3.16(a) of the Disclosure Schedule 3.1(o)(i) contains an accurate and complete list lists each of the Contracts following written contracts and agreements to which any of the Company or its Subsidiaries ▇▇▇▇▇▇ Entity is a party or by which any in effect as of the Company or its Subsidiaries are bound that are or involve date of this Agreement (eachsuch contracts and agreements so required to be disclosed, a being “Material ContractContracts”): (Ai) any agreement for the twenty-five (25) largest customers purchase of products or for the Company receipt of services, the performance of which will extend over a period of more than one year and which involved consideration or payments by the ▇▇▇▇▇▇ Entities in September 2016 based on excess of $1,000,000 in the dollar amount of invoiced monthly recurring revenueaggregate during the year ended December 31, 2008; (Bii) any non-customer Contract agreement for the furnishing of products or services by the ▇▇▇▇▇▇ Entities to their customers, the performance of which will extend over a period of more than one year and which involved consideration or payments by such customers in excess of $2,500,000 in the aggregate during the year ended December 31, 2008; (iii) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (iv) any agreement under which any ▇▇▇▇▇▇ Entity created, incurred, assumed or guaranteed any Indebtedness in excess of $5,000,000 or under which there has been imposed any Encumbrances on any of the assets, tangible or intangible, of any ▇▇▇▇▇▇ Entity; (v) any agreement entered into in the past four years (or with respect to which any Governmental Authority material obligation of any ▇▇▇▇▇▇ Entity is outstanding) for the disposition of any material assets or business of any ▇▇▇▇▇▇ Entity (other than Network Agreementssales of products in the ordinary course of business) or any agreement entered into in the past four years for the acquisition of the assets or business of any other Person (other than purchases of products in the ordinary course of business), in each case involving consideration in excess of $5,000,000; (Cvi) each Network Agreementany agreement that limits or purports to limit the ability of any ▇▇▇▇▇▇ Entity to compete in any line of business or with any Person or in any geographic area or during any period of time; (Dvii) the lease and, if applicable, sublease agreements pertaining to each parcel of Leased Real Property; (viii) all agreements related to mining operations at the Mines involving annual consideration in excess of $1,000,000 or that are otherwise material to the conduct of the business of the ▇▇▇▇▇▇ Entities taken as a whole; (ix) all material contracts and agreements between or among any ▇▇▇▇▇▇ Entity, on the one hand, and the Seller or any Affiliate of the Seller, on the other hand; (x) all collective bargaining agreements or other contracts with any labor organization, union or other similar association; (xi) any Contract with any current employee employment related (including consulting) contract or arrangement that either (i) is a Transferred Plan or that provides base for total annual compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance250,000; (Exii) any non-employee sales representative contract that contains exclusivity or sales agent to “most favored nation” obligations or similar restrictions binding on any ▇▇▇▇▇▇ Entity or that would be binding on Purchaser or its Affiliates after the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000Closing; (Fxiii) a covenant or any material ▇▇▇▇▇▇ IP Agreement, other restriction that materially limits the ability of the Company to conduct its business, including than non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment disclosure agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (Kxiv) any contract to which any ▇▇▇▇▇▇ Entity is a joint venture party containing a standstill or partnershipsimilar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or any of its Affiliates; (Lxv) any Leasecontract relating to any interest rate, currency or commodity derivative, hedge, derivative transactions or similar transactions; (Mxvi) any Contract between the Company or any Subsidiary of the Companycontract containing a put, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use call or similar right pursuant to use dark which any ▇▇▇▇▇▇ Entity could be required to purchase or lit Network Fiber involving an annual payment sell, as applicable, any securities or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i));assets; and (Oxvii) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (contract other than real propertydescribed above to which any ▇▇▇▇▇▇ Entity is a party or by which it or they or any of its or their assets or properties or business is bound or subject that: (A) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business ▇▇▇▇▇▇ Entities, taken as a whole, or the use or operation of the Companyany of its assets or properties, except taken as otherwise listed in response to clauses a whole, or (AB) through (P) aboveif breached, terminated or not renewed could have a Material Adverse Effect. (iib) Except as set forth Each Material Contract (i) is valid and binding on Disclosure Schedule 3.1(o)(ii)the applicable ▇▇▇▇▇▇ Entity, all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the CompanySeller, are valid, binding and enforceable against each other party the counterparties thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under effect and (where applicable) Registered or filed with any relevant Governmental Authority, (other than, in respect of the making of this representation and warranty as of the Closing Date in accordance with the first paragraph of this Article III, where such Material ContractsContract expires in accordance with its terms without a right of renewal or is terminated in accordance with its terms by a counterparty other than due to a ▇▇▇▇▇▇ Entity’s breach) and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that any consents set forth in Section 3.04(c) of the Disclosure Schedule are not obtained, shall continue in full force and neither effect without penalty or other adverse consequence. None of the Company nor any other party thereto ▇▇▇▇▇▇ Entities is in material default thereunder, nor has there occurred any event that with notice or lapse of timebreach of, or both, (a) would constitute a material default by the Company orunder, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There to which it is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractparty.

Material Contracts. (ia) Section 3.15(a) of the Company Disclosure Schedule 3.1(o)(i) contains an accurate Letter sets forth a correct and complete list of each of the following Contracts related to the Business to which Seller or any of the Company or its Subsidiaries is a party or by which Seller or any of its Subsidiaries or any of the Company or its Subsidiaries are Program Assets is bound that are or involve as of the Execution Date (each, a “Material Contract”): (Ai) the twenty-five (25) largest customers each Contract pursuant to which Seller or any of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueits Subsidiaries currently leases or subleases real property to or from any Person; (Bii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that involves future payments, other residual Liability, performance or services or delivery of goods or materials to or by Seller or any nonof its Subsidiaries of any amount or value reasonably expected to exceed [**] in any future 12-customer month period or [**] over the life of the Contract; (iii) each Contract pursuant to which Seller or any of its Subsidiaries has received grant funding or any other revenues in excess of [**]; (iv) each Contract pursuant to which Seller or any of its Subsidiaries could be required to pay any royalties, earn-out payments or other deferred or contingent consideration to any Person; (v) each Contract with any Governmental Authority academic institution or research center (other than Network Agreementsor any Person working for or on behalf of any of the foregoing); (Cvi) each Network AgreementContract that contains a covenant restricting any research, development, product design, manufacturing, supply, production, distribution, marketing, sale or commercialization of any Program Assets; (Dvii) each Contract relating to the conduct of research and development activities or clinical trials with respect to any Contract with Program Assets, or otherwise involving the development of any current employee that either (i) provides base compensation in excess material Intellectual Property Rights related to the Business on behalf or at the request of $200,000 in Seller or any calendar year or (ii) entitles such employee to severanceof its Subsidiaries; (Eviii) any non-employee sales representative or sales agent each Contract pursuant to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries Seller or any of their Affiliates its Subsidiaries is a party, or is otherwise bound, and the ultimate contracting counterparty of which is a Governmental Entity (including any subcontract with a prime contractor or other than employment agreements with subcontractor that is a party to any such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)contract); (Hix) each Contract pursuant to which Seller or any of its Subsidiaries grants or receives a license or other right under any Intellectual Property Rights that are material to the granting Business, other than non-exclusive licenses to commercially available Software granted to Seller or any of its Subsidiaries; (x) each Contract concerning the establishment or operation of a Lien partnership, strategic alliance, collaboration relationship, joint venture, limited liability company or similar agreement or arrangement; (xi) each Contract entered into at any time within the three-year period prior to the Execution Date pursuant to which Seller or any of its Subsidiaries acquired another operating business and each other than a Permitted LienContract entered into at any time prior to the Execution Date pursuant to which Seller or any of its Subsidiaries acquired another operating business; (xii) upon each Contract that limits or purports to limit, directly or indirectly, the freedom of Seller or any of its Subsidiaries (or, after the Closing, Buyer or any of its Affiliates) to compete in any line of business or with any Person or engage in any line of business within any geographic area, or restricts, directly or indirectly, Seller’s or any of its Subsidiaries’ (or, after the Closing, Buyer’s or any of its Affiliates’) ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of the Company business of Seller or its Subsidiaries (or, after the Closing, Buyer or any of its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (Ixiii) each Contract obligating Seller or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single third party or granting any third party the exclusive right to develop, market, sell or distribute Seller’s or any of its Subsidiaries’ products or services; (xiv) each Contract containing a “most favored nation” or similar provision in favor of any counterparty of Seller or any of its Subsidiaries or a limitation on Seller’s or any of its Subsidiaries’ ability to increase prices; (xv) each Contract creating Indebtedness or guaranteeing any such obligations; (xvi) each Contract creating or granting a Lien on any Program Assets, other than purchase money security interests in connection with the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into equipment in the ordinary course of business consistent with past practice); (Nxvii) any customer each Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))containing covenants requiring capital expenditures; (Oxviii) all Contracts under which the Company is lessee each Contract related to any settlement of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))Action; (Pxix) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any each Contract under which the aggregate annual rental payments do that was not exceed $100,000 negotiated and the total aggregate rental payments do not exceed $500,000; orentered into on an arm’s-length basis; (Qxx) any agreement not made in each Contract that would reasonably be expected to prevent, materially delay or materially impair the ordinary course of business and that is material to the business consummation of the CompanyTransactions; and (xxi) each collective bargaining agreement or Contract with any union, except as staff association, works council or other agency or representative body certified or otherwise listed in response to clauses (A) through (P) aboverecognized for the purposes of bargaining collectively. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company Seller has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of timepreviously delivered to, or bothmade available to, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate Buyer current and complete copies of each written Material Contract (and a detailed written summaries description of the terms of any each oral Material Contract) have been made available to Buyer, in each case, including all amendments and waivers thereto. The Company has not received any notification that any party to a Each Material Contract intends is valid, binding and enforceable against Seller or its Subsidiaries, as the case may be, and, to cancelthe Knowledge of Seller, terminateeach other party thereto, materially modifyand is in full force and effect. Other than any consent or waiver that may be required in connection with the consummation of the Transactions, there is no breach or violation of, or refuse to perform default under, any such Material Contract, Contract by Seller or any written notification that of its Subsidiaries and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a party intends default thereunder by Seller or any of its Subsidiaries or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder. To the Knowledge of Seller, no counterparty to refuse renew such any Material ContractContract is in breach or violation thereof.

Material Contracts. Except for this Agreement, the agreements listed in Schedule 2.24 and the agreements listed as Exhibits hereto (ithe “Ancillary Agreements”) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list other contracts and agreements which individually or in the aggregate are not material to Company’s or any of its subsidiaries’ businesses, as of the Contracts to which any date of the this Agreement, Company or its Subsidiaries is not a party to or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”):by: (Aa) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueany distributor, sales, agency or manufacturer’s representative, consulting, joint venture, or partnership contract or joint R&D or technology sharing arrangements; (Ba) any non-customer Contract with any Governmental Authority continuing contracts (other than Network Agreements); purchase orders) for the purchase of materials, supplies, equipment or services involving in the case of any such contract under which aggregate payments in excess of $50,000 were made during the year ended December 31, 2004 that expires or may be renewed at the option of any Person (Cother than Company) each Network so as to expire more than one (1) year after the date of this Agreement; (Db) any Contract trust indenture, mortgage, promissory note, loan agreement or other contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement (other than any such arrangement entered into for bona fide hedging purposes) or any leasing transaction of the type required to be capitalized in accordance with GAAP; (c) any current employee that either (i) provides base compensation contract for capital expenditures in excess of $200,000 50,000 in any calendar year or (ii) entitles such employee to severancethe aggregate; (Ed) any non-employee sales representative or sales agent to contract limiting the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as freedom of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its engage in any line of business, including non-solicitationto acquire any material product or asset from any other Person outside the ordinary course of business, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) to sell any director material product or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in asset outside the ordinary course of business to, or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon to perform any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in outside the ordinary course of business consistent for, any Person, or to compete with past practiceany other Person (as that term is defined in the Exchange Act); (Ne) any customer Contract contract pursuant to which Company is a lessor of real property or of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving an indefeasible right in the case of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling any such personal property contact more than $100,000 50,000 over the life of the contract that expires or may be renewed at the option of any Person other than Company so as to expire more than one (where not already set forth on Disclosure Schedule 3.1(o)(i))1) year after the date of this Agreement; (Of) all Contracts under which the any material contract with any Person with whom Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and does not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))deal at arm’s length; (Pg) all Contracts (other than customer Contracts) under any contract which provides for the Company is lessor indemnification of any officer, director, employee or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000agent; or (Qh) any agreement not made in the ordinary course guarantee of business and that is material to the business indebtedness of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractPerson.

Material Contracts. (i) Disclosure Except as set forth in Schedule 3.1(o)(i) contains an accurate and complete list 4.16 of the Contracts Disclosure Schedules, none of the Company or any Company Subsidiary is a party to or obligated under: (a) any Contract which obligates the Company or any Company Subsidiary for payments in any future calendar year in excess of RMB2,000,000, in the aggregate, and which is not terminable by the Company or the Company Subsidiaries without additional payment or penalty within ninety (90) days of delivery of notice of such termination; (b) any Contract which restricts the Company or any Company Subsidiary from engaging in any line of business or competing with any Person in any geographic region; (c) any partnership, limited liability company agreement, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly-owned subsidiary of the Company; (d) any Contract (other than among the Company Subsidiaries) under which Indebtedness in excess of RMB2,000,000 is outstanding or pursuant to which any property or asset of the Company or any of the Company Subsidiaries having a book value of more than RMB2,000,000 is mortgaged, pledged or its Subsidiaries is a party otherwise subject to an Encumbrance or any Contract restricting the incurrence of Indebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (e) any Contract entered into within three (3) years prior to the date hereof for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of RMB2,000,000 and any term sheets or letters of intent in effect and not expired as of the date hereof, whether or not binding, relating to any of the foregoing in this clause (e); (f) other than Contracts for ordinary repair and maintenance, any Contract relating to the development or construction of, or additions or expansions to, the Properties, under which the Company or any of the Company Subsidiaries has, or its Subsidiaries are bound expects to incur, an obligation in excess of RMB2,000,000 in the aggregate that are or involve (each, a “Material Contract”):has not been satisfied as of the date hereof; (Ag) any Contract to which the twenty-five (25) largest customers Company or any of the Company Subsidiaries has continuing indemnification obligations or potential liability under any purchase price adjustment that, in September 2016 based on each case, could reasonably be expected to result in future payments of the dollar amount Company or such Company Subsidiary of invoiced monthly recurring revenuemore than RMB2,000,000 or any Contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a value of more than RMB2,000,000; (Bh) any nonContract for the employment of, or receipt of any services from, any director, officer or other employee on a full-customer time, part-time, consulting or other basis providing annual case compensation from the Company or any Subsidiary in excess of RMB500,000; (i) any Contract with which relates to any Governmental Authority material Intellectual Property; (j) any Contract (other than Network Agreements)Contracts referenced in clause (a) through (i) of this Section 4.16) which by its terms call for payments by the Company and the Company Subsidiaries in excess of RMB2,000,000; (C) each Network Agreement; (Dk) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries Sellers or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business current officer or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets director of the Company or its Subsidiaries, any Company Subsidiary or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification Affiliates of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000Subsidiary; or (Ql) any agreement not made in Contract that requires a consent to or otherwise contains a provision relating to a “change of control’, or any Contract that would prohibit or delay the ordinary course of business and that is material to the business consummation of the Companytransactions contemplated by this Agreement or the Company Documents, except or that would trigger, give rise to, accelerate or augment any liabilities or terminate or modify any rights of the Company or any Company Subsidiary as otherwise listed a result of the consummation of the transactions contemplated hereby (the Contracts described in response to clauses clause (Aa) through (Pk) aboveof this Section 4.16 and those agreements set forth in Schedule 4.13 of the Disclosure Schedules together with all exhibits and schedules thereto collectively, the “Material Contracts”). (m) (i) Neither the Company nor any Company Subsidiary is in material breach of or material default (with or without notice, lapse of time or both) under the terms of any Material Contract, (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge as of the Companydate hereof, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material ContractContract is in breach of or default (with or without notice, nor is there any pending request lapse of time or process for amendment both) under the terms of any Material Contract and (iii) each Material Contract is a valid and binding obligation of the Company or the Company Subsidiary a party thereto and is in full force and effect assuming that each such Material Contract is a valid and binding obligation of the other party or parties to the Material Contract. Accurate The Company has, no later than fifteen (15) days prior to the Closing Date, made available to Purchaser true and complete copies of each written all Material Contract (and written summaries of the terms of Contracts, including any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractamendment thereto.

Material Contracts. (a) Schedule 3.10(a) lists each of the following Contracts of the Company that are currently pending or in effect together with all Real Estate Leases listed in Section 3.9 of the Disclosure Schedules, collectively, the “Material Contracts”): (i) Disclosure Schedule 3.1(o)(iIntentionally Omitted; (ii) contains an accurate and complete list all agreements that relate to the sale of any Company’s assets, other than in the ordinary course of business, for consideration in excess of $5,000; (iii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $5,000; (iv) except for agreements relating to trade receivables, all agreements relating to indebtedness for borrowed money (including, without limitation, guarantees) of the Contracts Company, in each case having an outstanding principal amount in excess of $5,000; (v) all agreements between or among the Company on the one hand and Seller or any Affiliate of Seller (other than Company) on the other hand; (vi) relating to (A) the employment or engagement or termination of employment or engagement of any Person as an employee, consultant, representative or agent by the Company which may not be terminated without penalty or other obligation (including any severance, termination or indemnification payment required under such Contract) by the Company; or (B) the payment to any Person by the Company of any bonus, award, payment or other remuneration of any kind which is contingent on a sale of the Company or its Subsidiaries is a party or by which any of the Company its assets or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company any change in September 2016 based on the dollar amount of invoiced monthly recurring revenuecontrol; (Bvii) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits limiting the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) engage in any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course line of business or plans to compete with any Person; and (viii) all collective bargaining agreements or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of with any labor organization, union or association to which theCompany is a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) aboveparty. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice delivered or lapse of time, or both, (a) would constitute a material default by the Company or, made available to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate Purchaser accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to BuyerContracts. The Company has is not received any notification that any party to a Material Contract intends to cancel, terminate, materially modifyin breach of, or refuse to perform such default under, any Material Contract, except for such breaches or any written notification defaults that would not have a party intends to refuse renew such Material ContractAdverse Effect.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains an accurate 5.13 lists the following written contracts and complete list of the Contracts other written agreements to which any of the Company or its Subsidiaries is a party or by which any of (collectively, the Company or its Subsidiaries are bound that are or involve (each, a “Material ContractContracts”): (Aa) any agreement with the twenty-five (25) ten largest suppliers and the ten largest customers of the Company in September 2016 based (by dollar amount), each on a consolidated basis for the fiscal year ended December 31, 2010 and setting forth the approximate dollar amount and the approximate percentage of invoiced monthly recurring revenueconsolidated gross purchases or consolidated gross sales, as applicable, attributable to such supplier or customer, as applicable; (Bb) any non-customer Contract with agreement (or group of related agreements) for the lease of personal property to or from any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation Person providing for lease payments in excess of $200,000 in any calendar year or (ii) entitles such employee to severance100,000 per annum; (Ec) except for any non-employee sales representative agreement entered into in the Ordinary Course of Business, any agreement (or sales agent to group of related agreements) for the extent there has been aggregate compensation to such non-employee since January 1purchase or sale of supplies, 2016 (whether paid products or accrued as other personal property, or for the furnishing or receipt of the date hereof) in excess of $75,000services; (Fd) any agreement, commitment, or outstanding purchase order relating to capital expenditures that involves total remaining payments by the Company of more than $100,000. (e) any agreement concerning a partnership or joint venture; (f) any agreement containing a covenant not to compete granted by the Company in favor of a third party that impairs the business as currently conducted, or other restriction that materially limits which expressly restricts the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ noticebusiness of any type or in any location; (Gg) any director agreement (i) relating to the licensing by or officer to the Company of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates Business Intellectual Property Rights (other than employment agreements with such Persons entered into in licenses of commercially available, off-the-shelf software) and (ii) that is material to the ordinary course business of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))the Company; (Hh) any agreement (or group of related agreements) under which the granting of Company has incurred, assumed or guaranteed any Indebtedness (other than Intercompany Obligations) or any agreement evidencing or under which the Company has imposed a Lien (other than a Permitted Lien) upon on any material assets of the Company its assets, tangible or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness intangible (other than intercompany indebtedness and guarantees and accounts receivable any such agreement that will be terminated at or accounts payable in prior to the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)Closing); (Ii) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of agreement with any Person with respect to losses relating to any current or former business Affiliate of the Company (other than standard indemnification provisions entered into in any such agreement that will be terminated at or prior to the ordinary course of businessClosing); (Kj) any agreement, plan or arrangement by which the Company is bound with regard to employment, consulting services, compensation, bonus, incentive, equity purchase or other equity-based compensation or right, severance pay, retention bonuses, or success fees, other than (i) any Employee Benefit Plan set forth on Schedule 5.13, (ii) any agreements that either (A) require future payments by the Company of less than $100,000, (B) have a joint venture remaining term of less than one year and can be terminated by the Company upon notice of 60 days or partnershipless without material cost or penalty, or (iii) any oral “at will” employment arrangements; (Lk) any Lease; (M) any Contract between agreement under which the Company has advanced or loaned any Subsidiary of the Company, on the one hand, and amount to any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) employee (other than employment, equity, indemnification or service agreements entered into advances in the ordinary course Ordinary Course of business consistent with past practiceBusiness); (Nl) any customer Contract involving an indefeasible right of use settlement, conciliation or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which agreement entered by any Governmental Authority whereby the Company is lessee of or holdsunder an obligation to perform activities, uses or operates any tangible property refrain from activities and/or pay money; and (other than real propertym) that is owned by any other Personagreement, other than such Contracts entered into contract, lease, license, instrument or commitment binding upon the Company, in each case not included in clauses (a) through (l) above, which has future required payments to or by the ordinary course of business consistent with past practice and not Company in excess of $100,000 (the “Tangible Property Leases”) (where per annum and is not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which terminable by the Company upon notice of sixty days or less without substantial cost or penalty. The Company has made available to Buyer an accurate and complete, in all material respects, copy of each Material Contract. With respect to each Material Contract: (i) such Material Contract is lessor of or permits any third party to holdlegal, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms Company, and, to the Knowledge of the Company, are validthe other parties thereto, binding and enforceable against each in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Law affecting the rights of creditors generally; (ii) the Company is not (with or without the lapse of time or the giving of notice, or both) in breach or default and, to the Knowledge of the Company, no other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under to such Material Contracts, and neither the Company nor any other party thereto Contract is in material breach or default thereunder, nor and no event has there occurred any event or circumstance exists that with notice or lapse of time, or both, (a) would constitute a material breach or default by the Company or, to the Knowledge Company’s Knowledge, by any such other party; (iii) the Company has performed all material obligations previously required to be performed by it under such Material Contract; (iv) to the Company’s Knowledge, no event has occurred or circumstance exists that would permit termination, cancellation, acceleration, suspension or adverse modification of any obligation or loss of any benefit under, result in any payment becoming due under, or result in the imposition of any Lien on any of the Company, ’s securities or any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights properties or assets of the Company under any such Material Contract; Contract (other than Permitted Liens) nor has the Company given or any Subsidiary received any written notice regarding alleging the matters described in same; and (av) through (c). There is no pending disagreement or dispute with any the other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written the Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received repudiated in writing any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew portion of such Material Contract.

Material Contracts. (a) Section 3.14 of the Company Disclosure Schedule contains a complete and accurate list, and the Company has delivered to the Parent true and complete copies, of the following (a "Company Material Contract"): (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list each contract that involves performance of the Contracts services or delivery of goods or materials by or to which any of the Company of an amount or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation value in excess of $200,000 in any calendar year or 100,000; (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its businesseach contract, including non-solicitationnotes, non-competition loan agreements and most-favored nation pricing restrictionsother debt instruments, which are that was not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business and that involves potential expenditures or plans receipts of the Company in excess of $100,000; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements set forth on Disclosure Schedule 3.1(p)(i)having a value per item or aggregate payments of less than $250,000 and with terms of less than one year); (Hiv) the granting each joint venture, partnership, and other contract (however named) involving a sharing of a Lien (other than a Permitted Lien) upon any material assets of profits, losses, costs, or liabilities by the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or with any other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))person; (Iv) each contract containing covenants that in any way purport to restrict the acquisition of an equity interest in, or of all or substantially all business activity of the assets or business of, any other Person entered into on or after January 1, 2013Company; (Jvi) indemnification of each contract providing for payments to or by any Person with respect to losses relating to any current person based on sales, purchases or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary profits of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification direct payments for goods or service agreements entered into in the ordinary course of business consistent with past practice)services; (Nvii) any customer Contract involving an indefeasible right each power of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))attorney granted by the Company that is currently effective and outstanding; (Oviii) all Contracts under which each contract of the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not for capital expenditures in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))50,000; (Pix) all Contracts each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company; (other than customer Contractsx) under each contract pursuant to which the Company is lessor of has granted preemptive, first refusal, registration or permits any third party similar rights with respect to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000its capital stock; orand (Qxi) any agreement not made in the ordinary course of business and other contract that is material to the condition, operations, business or prospects of the Company, except as otherwise listed in response to clauses (A) through (P) above. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all All Company Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The , the Company has performed all material its obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company orthereunder to date and, to the Knowledge knowledge of the Company, any each other party thereunderthereto has performed its obligations thereunder to date, (b) would allow or give rise to the limitation, revocation, modification, or termination other than any failure of any such Company Material Contract to be in full force and effect or any nonperformance thereof that could not reasonably be expected to have a Company Material Adverse Effect. (c) would result in The Company has no reason to believe that it will not be able to negotiate and enter into a satisfactory agreement relating to the impairment of the rights matters set forth on Section 3.14(c) of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractDisclosure Schedule.

Material Contracts. (a) Except as set forth on Schedule 3.11(a), or for any Contracts to which Parent or any of its Subsidiaries is party, no Group Company as of the date hereof is party to or bound by any: (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list agreement or indenture relating to the present or future borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any portion of the Contracts to which assets of the Group Companies; (ii) (A) guaranty of any present or future obligation for borrowed money, or (B) other guaranty in excess of $200,000; (iii) loan or credit agreement, mortgage, indenture, note or other Contract or instrument evidencing indebtedness for borrowed money by the Company or any of its Subsidiaries or any Contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is a party or guaranteed by which any of the Company or any of its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueSubsidiaries; (Biv) lease or agreement under which it is lessee of, or holds or operates any non-customer Contract with property owned by any Governmental Authority other party, for which the annual rental exceeds $100,000 (other than Network Agreementsexcluding the Real Property Leases); (v) (A) product design or development Contract material to the business of the Group Companies as currently conducted, (B) consulting Contract, (C) each Network Agreement; (D) any indemnification Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into indemnity obligations provided in the ordinary course of business), (D) Intellectual Property rights, license or royalty Contract that requires the payment or potential payment by a Group Company in excess of $100,000 in the aggregate during any one (1)-year period, (E) merchandising, sales representative or distribution Contract for the business of the Group Companies as currently conducted, or plans (F) Contract granting a right of first refusal or agreements set forth on Disclosure Schedule 3.1(p)(i))first negotiation; (Hvi) Contract or group of related Contracts with the granting same party for the purchase or supply of products or services that provide for annual payments by or to a Lien Group Company in excess of $100,000 during the trailing twelve (12)‑month period ending on the Latest Balance Sheet Date; (vii) any Contract relating to the acquisition, disposition or lease by the Company or any other Group Company of properties or assets for, in each case, aggregate consideration of more than $100,000; (viii) material license agreement relating to the use of any material third‑party Intellectual Property having a one-time or annual fee in excess of $100,000 (other than a Permitted Lienlicenses (A) upon for commercially available software, (B) granted by vendors for purposes related to the vendor's provision of services to any material assets of the Group Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (IC) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into obtained in the ordinary course of business); (Kix) a joint venture Contract that purports to limit, curtail or partnership; (L) restrict the ability of any Lease; (M) any Contract between of the Company or any Subsidiary of its Subsidiaries to (A) compete in any geographic area or engage in any line of business, (B) sell products or deliver services to any person, (C) offer to supply any type of products or services, or (D) solicit potential customers, directors, managers, officers or employees; (x) employment agreement or Contract with any independent contractors or consultants (or similar arrangements) to which the Company is a party and which are not cancellable either (i) without penalty or (ii) without more than thirty (30) days' notice; (xi) Contract with any current or former director or officer of the Company, on the one hand, and Company or any Seller of its Subsidiaries or any Affiliate of the Company; (xii) voting agreement or registration rights agreement; (xiii) standstill" agreement or similar Contract; (xiv) Contract that restricts or otherwise limits the payment of dividends or other distributions on Company Shares; (xv) Contract pursuant to which the Company or any Seller, of its Subsidiaries is compelled to supply any of its present or future customers on the basis of a most favored customer principle; (xvi) Contract that requires the Company to purchase its total requirements of any product or service from a third party; (xvii) Contract that requires the payment or potential payment from the Company or any of its Subsidiaries in excess of $100,000 per annum; (xviii) Contract with any Governmental Entity; (xix) Contract which provides for the indemnification of any director or officer of any Group Company; (xx) Contract which provides for the sharing of revenues, profits, losses, costs or liabilities; (xxi) any joint venture, strategic alliance, reseller agreement, or partnership agreement related to the formation, creation, operation or management of any joint venture or partnership that is material to any Group Company; or any other hand referral, management or joint venture agreement; and (including xxii) any Network Underlying Rightsexpress written commitment or agreement to enter into any of the foregoing. (b) Parent either has been supplied with, or has been given access to, a true and correct copy of all written Contracts together with any and all amendments thereto that are referred to on Schedule 3.11(a) (collectively, the "Material Contracts"). Each Material Contract, assuming due power and authority of, and due execution and delivery by, the other than employmentparty or parties thereto, equityis valid and binding on each Group Company that is a party thereto, indemnification or service agreements as applicable, and is in full force and effect and enforceable against the relevant Group Company and has been entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (c) As of the date of this Agreement, no Group Company has violated or breached, or committed any default under, any Material Contract; (i) to the Company's Knowledge, as of the date of this Agreement, no other Person has violated or breached, or committed any material default under, any Material Contract; and (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against of the Company in accordance with their terms anddate of this Agreement, to the Knowledge of the Company's Knowledge, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company no event has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunderoccurred that has violated or breached, nor has there occurred does any event condition exist that with or without notice or lapse of time, time or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) both would result in the impairment a violation or breach of, any of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment provisions of any Material Contract. Accurate and complete copies of each written Material Contract . (and written summaries of the terms of any oral Material Contractd) have been made available to Buyer. The No Group Company has not received any notification that written notice from any party to a Material Contract intends relating to cancel, terminate, materially such party's intent to adversely modify, terminate or refuse fail to perform renew the arrangements and relationships set forth therein, or asserting a material breach by a Group Company of such arrangements. Entry into this Agreement by the Company, or the consummation by the Company of the Transactions, does not and will not give any party to a Material Contract the right to terminate such Material Contract, Contract under the terms of such contract or any written notification that a party intends to refuse renew such Material Contractcondition or delay consummation of the Transactions.

Material Contracts. (ia) Section 3.16(a) of the Disclosure Schedule 3.1(o)(i) contains an accurate sets forth, by applicable subsection, a correct and complete list of the all Contracts to which any Group Company is a party, which are currently in effect, of a type listed below (such Contracts, whether or not listed in Section 3.16(a) of the Company or its Subsidiaries is a party or by which any of Disclosure Schedule, hereinafter referred to as the Company or its Subsidiaries are bound that are or involve (each, a “Material ContractContracts”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (Di) any Contract with any current employee related to the Leased Real Property that either (i) provides base compensation requires the tenant thereunder to pay to the landlord annual net rent in excess of $200,000 in any calendar year or 50,000; (ii) entitles any Contract or group of related Contracts involving, or reasonably expected to involve, an annual commitment, on a going-forward basis, by any party thereto of more than $500,000, individually, or pursuant to which any Group Company has paid or is obligated to pay any third party more than $1,000,000 over the life of such employee to severanceContract, in each case, excluding, for the avoidance of doubt, expired or terminated purchase orders or statements of work; (Eiii) any non-employee sales representative or sales agent Contract that relates to Indebtedness; (iv) any Contract relating to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as lease of the date hereof) personal property used by a Group Company involving annual payments by any Group Company in excess of $75,000100,000 individually; (Fv) any mortgage, pledge, indenture or security agreement or similar arrangement constituting a covenant Lien upon the assets or other restriction that materially limits the ability properties of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ noticea Group Company; (Gvi) any director collective bargaining agreement or officer of Contract with any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))labor union; (Hvii) the granting any Contract relating to any acquisition or disposition of a Lien (other than a Permitted Lien) upon any equity interests or business or material assets of the any other Person by any Group Company under which any Group Company currently has any actual or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge potential Liability or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable ongoing obligations or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))restrictions; (Iviii) the acquisition any Contract providing for contingent, earn-out or similar payments by or on behalf of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013Group Company; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (Mix) any Contract between the Company or any Subsidiary of the Group Company, on the one hand, and any Seller or any Affiliate of any Sellerother Person, on the other hand hand, (including a) granting any Network Underlying Rights) right to use or practice any rights under any of the Intellectual Property owned either by such Group Company or by such Person (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (Ncommercially available “off-the-shelf” software) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned aggregate payments by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not party thereto in excess of $100,000 100,000, (the “Tangible b) pursuant to which any Group Company licenses Intellectual Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and from such Person that is material to the operation of the Business or (c) pursuant to which any third party developed any material Intellectual Property for any Group Company; (x) any joint venture, strategic alliance, revenue sharing, partnership or similar Contract with any other Person; (xi) any shareholder Contract or voting Contract (including with respect to any capital stock of a Group Company or the appointment of directors of a Group Company); (xii) any Contract between or among any Group Company, on the one hand, and Seller or any director, manager, partner, officer or senior management-level employee (or any of their Affiliates) of any Group Company (or in the case of any such Person who is an individual, any member of his or her immediate family), on the one other hand (other than customary Contracts relating to employment or reimbursement for business expenses in the Ordinary Course of Business or benefits under the Benefit Plans); (xiii) any Contract for capital expenditures requiring remaining aggregate future payments in excess of $500,000; (xiv) any Contract with a Material Supplier; (xv) any Severance Contract; (xvi) any settlement agreement with respect to any Legal Proceeding under which any Group Company currently has any actual or potential Liability or other ongoing obligations or restrictions; (xvii) any standstill or similar agreement containing provisions prohibiting a third party from purchasing equity securities of the Group Companies or, in each case, the assets of the Group Companies or otherwise seeking to influence or exercise control over any Group Company; (xviii) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into (A) in the Ordinary Course of Business or (B) since January 1, 2017, in connection with the potential sale of the Company; (xix) any Contract relating to the ESOP Loan Receivable; (xx) any Contract pursuant to which any Group Company has granted or obtained a release of any actual or alleged liability, except as otherwise listed in response to clauses breach of Contract or violation of law; and (xxi) any Contract (A) through pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any products or services provided by the Company, (PB) abovecontaining any non-competition covenants or other restrictions relating to any products or services provided by the Company, (C) that limits or would limit the freedom of any Group Company, or in each case, any of their respective successors or assigns or their respective Affiliates to (I) engage or participate, or compete with any other Person, in any line of business, market or geographic area, including any grants by the Company or its Subsidiaries of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services or (D) containing any “take or pay,” minimum commitments or similar provisions. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all All Material Contracts are in written form. Prior to the date hereof, the Company has made available to Buyer a correct and complete copy of each Material Contract, together with all legally binding, written modifications, schedules or supplements thereto. Each Material Contract is valid, binding and enforceable against the applicable Group Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other Person party theretothereto in accordance with its terms (subject to the Enforceability Exception), and are is in full force and effect. The Each Group Company has performed all material of the obligations imposed on required to be performed by it as of the date hereof pursuant to each Material Contract to which it is a party and is not in breach or default under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to Contract. To the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any of the Material Contract, nor Contracts is there any pending request or process for amendment in default thereunder. No Group Company has made a binding waiver of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries rights under any of the Material Contracts or modified any terms of any oral thereof other than as set forth in the Material Contract) have been Contracts made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list 4.11 sets forth a list, as of the Contracts date hereof, of all of the following contracts and agreements to which any of the Company or its Subsidiaries is a party party, or by which any of its properties or assets are subject, whether written or unwritten (collectively, the “Material Contracts”): (i) any purchase order, agreement, or commitment involving more than $25,000 entered into by the Company to sell any products or services under which the Company has unfulfilled obligations; (ii) any purchase order, agreement, or commitment involving more than $25,000 entered into by the Company to purchase any products or services that calls for performance over a period of more than one year (other than those that are or on the Closing Date will be terminable at will or upon not more than 90 days’ notice by the Company without any liability to the Company, except liability with respect to any supply or product purchased before the termination thereof); (iii) any loan agreement, promissory note, indenture, letter of credit, security agreement, capital lease, sale-leaseback arrangement or other agreement or instrument evidencing or providing for the borrowing of money or pertaining to any real property or equipment, any contract or agreement for the deferred purchase price of property (excluding normal trade payables), or any agreement or instrument guaranteeing any indebtedness, letters of credit or obligations to pay the deferred purchase price of property (other than normal trade payables) or to reimburse the maker of any letter of credit or banker’s acceptance or any endorsement of any promissory note, b▇▇▇ of exchange or other negotiable instrument (other than endorsements of negotiable instruments for collection in the Ordinary Course of Business); (iv) any agreement guaranteeing any obligations of any Person; (v) any agreement that provides for the indemnification of any Person (other than pursuant to the Company’s operating agreement or other organizational documents, or any agreement with a customer or supplier entered into in the Ordinary Course of Business), or for the assumption of any Tax, environmental or other liability; (vi) any joint venture, partnership, business affiliation or other arrangement involving a sharing of profits; (vii) any material sales agency, advertising, promotional, brokerage or distribution agreement; (viii) any material agreement that includes provisions regarding minimum requirements or volume discounts; (ix) any agreement under which a discount, bonus, commission or other payment with respect to the services provided by the Company will be payable or required after the Closing; (x) any employment, consulting, severance, deferred compensation or change of control agreement or arrangement; (xi) any non-competition, non-solicitation or similar limitation that restricts or purports to restrict the Company or its Subsidiaries are bound that are Affiliates from competing in any line of business or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers with any Person or in any geographic area or during any period of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenuetime; (Bxii) any non-customer Contract agreement with any Governmental Authority Seller or its Affiliates; (xiii) any agreement for the sale or lease of any material assets, other than for the sale of obsolete equipment in the Ordinary Course of Business; (xiv) any mortgage, deed of trust, security agreement or other agreement creating a Lien on any assets, including any capital lease; (xv) any lease (either as lessor or lessee) of personal property; (xvi) any agreement to license (either as licensor or licensee) any intellectual property rights (other than Network Agreementscustomary non-negotiated licenses of off-the-shelf computer software with annual fees of less than $25,000); (Cxvii) each Network Agreementany agreement under which the Company acquired or disposed of any business; (Dxviii) any Contract with any current employee that either (i) provides base compensation agreement for capital expenditures in excess of $200,000 in any calendar year or (ii) entitles such employee to severance25,000; (Exix) any non-employee sales representative agreement which requires the referral by the Company of any business or sales agent requires the Company to the extent there has been aggregate compensation make available to such non-employee since January 1, 2016 (whether paid any Person investment or accrued as of the date hereof) in excess of $75,000other business opportunities or products or services on a “most favored nation” or exclusive basis; (Fxx) a covenant or other restriction that materially limits the ability any outstanding power of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment attorney granted by the Company on sixty (60) days’ noticein favor of a third Person whether or not an Affiliate; (Gxxi) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course operating agreement, relating to the indemnification of business consistent with past practice members, managers and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i));officers; and (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Qxxii) any other agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all (i) All Material Contracts are in full force and effect and are valid, binding binding, and enforceable against the Company in accordance with their terms andand will continue to be in full force and effect after the Closing, except to the extent such enforcement may be limited by the Enforcement Exceptions; (ii) the Company is not in breach of any Material Contract; (iii) no event has occurred that constitutes, or after the giving of notice or passage of time or both, would constitute, a default or event of default under any Material Contract by or in respect of the Company; (iv) to the Knowledge of the CompanySellers, are valid, binding and enforceable against each no other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such to a Material Contracts, and neither the Company nor any other party thereto Contract is in breach of any material default thereunder, nor has there occurred provision of any event that with notice or lapse of time, or both, Material Contract; (av) would constitute a material default by the Company or, to the Knowledge of the CompanySellers, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modificationno event has occurred that constitutes, or termination after the giving of any notice or passage of time or both would constitute, a default or event of default under a Material Contract by or (c) would result in the impairment respect of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any the Material Contract, nor is there any pending request or process for amendment ; and (vi) the terms of any the Material Contract. Accurate Contracts will not change as a result of completion of the Transactions contemplated by this Agreement. (c) Correct and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) amendments thereto have been made available provided to Buyer. The Company has not received any notification that any party to a . (d) Summaries of each unwritten Material Contract intends have been provided to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractBuyer.

Material Contracts. (a) Except as set forth on Schedule 4.07(a), the Company is not a party to or bound by: (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of the Contracts to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): personal property lease providing for (A) the twenty-five (25) largest customers of annual payments by the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; $150,000 or more or (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of payments by the Company to conduct its businesswhich in the aggregate exceed $450,000, including non-solicitationin each case, non-competition and most-favored nation pricing restrictions, which are that cannot terminable be terminated on less than 90 days’ notice without payment by the Company on sixty (60) days’ noticeof any material penalty; (Gii) any director Contract, including for the purchase of materials, supplies, goods, services, equipment or officer other assets, providing for (A) annual payments by the Company of $50,000 or more or (B) payments by the Company which in the aggregate exceed $100,000, in each case, that either have a term of greater than 30 days or cannot be terminated on less than 90 days’ notice without payment by the Company of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (material penalty and other than employment agreements with such Persons entered into purchase orders in the ordinary course of business (provided that this clause (ii) shall not apply to any personal property lease, any Contract for the purchase of fuel, or plans any Contract (A) under a category in any other subsection or agreements set forth on clause of this Section 4.07 (disregarding any corresponding dollar threshold) or (B) otherwise disclosed in the Seller Disclosure Schedule 3.1(p)(i)Schedules); (Hiii) any Contract for the granting purchase of a Lien fuel containing minimum or fixed volume requirements, or that cannot be terminated on less than 90 days’ notice without payment by the Company of any material penalty; (iv) any Contract for the purchase or sale of electricity, ancillary services related to the purchase or sale of electricity, or RECs other than a Permitted Lienthe PPA; (v) upon any partnership, joint venture or other similar Contract; (vi) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), or the acquisition or disposition of any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice, pursuant to which it has material ongoing obligations; (vii) any Contract relating to Indebtedness (in any case, whether incurred, assumed, guaranteed or secured by any asset), except any such Contract evidencing intercompany indebtedness to be settled as of the Closing pursuant to Section 6.11(a); (Nviii) any customer Contract involving an indefeasible right expressly prohibiting or restricting the ability of use the Company to compete in any line of business or similar right to use dark with any Person or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))in any area; (Oix) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))Affiliate Contract; (Px) all Contracts (other than customer Contracts) under which any Contract that requires the Company is lessor of to purchase its total requirements of, or permits any third party to holdspecified percentage of, use any produce or operate any tangible property (other than real property) owned service or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000that contains “take or pay” provisions; or (Qxi) any agreement not made in the ordinary course of business and Contract that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) abovecontains “most favored nations” provisions. (iib) Except as set forth on Disclosure Schedule 3.1(o)(iiEach Contract required to be disclosed pursuant to Section 4.07(a) (collectively, the “Material Contracts”), all Material Contracts are valid, is a valid and binding and enforceable against agreement of the Company in accordance with their terms and, to the Knowledge of the CompanySeller’s Knowledge, are valid, binding and enforceable against each any other party thereto, thereto and are is in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and (ii) neither the Company nor nor, to Seller’s Knowledge, any other party thereto is in default or breach in any material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by respect under the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment terms of any Material Contract. Accurate and complete copies of each written Material Contract . (and written summaries c) Schedule 4.07(c) sets forth a list of the terms Contracts to which Seller or any of any oral Material Contractits Affiliates (other than the Company) have been made available to Buyer. The Company has not received any notification is a party and that any party to a Material Contract intends to cancel, terminate, materially modifyare material to, or refuse that relate principally to, the Company’s business or operations (collectively, “Shared Contracts”) to perform the extent that such Material ContractShared Contracts provide for (A) annual payments by, or any written notification that a party intends to refuse renew such Material Contractcharged to, the Company of $50,000 or more or (B) payments by, or charged to, the Company which in the aggregate exceed $100,000.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i3.17 hereto lists all agreements, contracts, franchises, indentures, guarantees, plans, leases, rent or occupancy agreements, licenses, installment sales agreements, conditional sales agreements, indentures, letters of credit, evidences of indebtedness, arrangements, commitments, powers of attorney, promises, assurances, undertakings, commitments or other obligations (collectively, “Contracts”) contains an accurate and complete list of the Contracts to which any Company, of the Company types set forth below: 1. Each Contract that involves the performances of services or its Subsidiaries is a party delivery of goods or materials by which any of the Company of an amount or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation value in excess of $200,000 10,000 annually; 2. Each Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property by or of the Company; 3. Each Contract with, or programs or policies applicable to, employees of the Company that provides for (a) severance or termination pay liabilities or obligations in the event that the employment or retention of any employee of the Company is terminated, or (b) the payment of sales or performance incentive bonuses; 4. Each Contract which in any calendar year way limits or (ii) entitles such employee purports to severancelimit the Company from carrying on its business activities or limits or purports to limit the freedom of the Company to compete or engage in any line of business or with any person or in any area or which would otherwise limit or purports to limit the Company’s business or operations after the Closing; (E) 5. Each Contract relating to indebtedness for borrowed or loaned money or the deferred purchase of property, real or personal, whether incurred, assumed, guaranteed, or secured by any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1asset, 2016 (whether paid or accrued as of the date hereof) involving in any one case in excess of $75,00010,000; (F) a covenant or other restriction that materially limits the ability 6. The forms of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment Contract entered into by the Company on sixty and its independent contractor physicians, and copies of any agreements entered into by the Company and any independent contractor physician which materially deviates in substance (60financial or otherwise) days’ noticefrom such form; (G) 7. Each Contract with any officer, director or officer shareholder of any Seller, the Company; 8. Each Contract for capital expenditures by the Company in excess of $10,000; 9. Each Contract with any employee, written or oral, providing for future compensation and/or a guaranteed term of employment; 10. Each written partnership or joint venture arrangement or agreement entered into, assumed or acquired by the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any 11. Each Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice)paramedical examination company; (N) any customer 12. Any other Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that which is material to the business Company (financial or otherwise); 13. Each Contract with an insurance carrier under which the Company is to provide services; and 14. Any other Contract in an amount in excess of $10,000 to which the Company is a party or under which it or its assets are bound which is for a term which extends beyond one year after the Closing, unless such Contract can be terminated by the Company, except as otherwise listed in response to clauses (A) through (P) abovewithout cause, on notice of not longer than 180 days and without liability, penalty or premium. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge All of the Company, are valid, binding and enforceable against each other party thereto, and Contracts listed in Schedule 3.17 to this Agreement are in full force and effect. The Company has performed all material , are valid and binding obligations imposed on it under such Material Contractsof the Company, enforceable in accordance with their terms, subject to the general laws of application relating to bankruptcy, insolvency and other similar laws affecting creditor’s rights and, subject, as to enforceability, to general principles of equity, and neither the Company nor nor, to the best of Seller’s knowledge after due inquiry, any other party thereto is in material default thereunderdefault, nor has and there are no existing conditions or events that have occurred any event that which (with or without giving of notice or the lapse of time, time or both, (a) would constitute a material default by under the Company orterms of such Contracts or serve as a basis for force majeure or other claim of excusable delay or nonperformance thereunder. (c) To the best of Seller’s knowledge after due inquiry, to except as may have arisen in the Knowledge ordinary course of the Company’s business and consistent with Seller’s prior experiences, there are no pending, proposed, requested or threatened negotiations or renegotiations of, or attempts to renegotiate, or outstanding rights to renegotiate, any other party thereundermaterial terms, (b) would allow amounts paid or give rise payable to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company current or any Subsidiary received any notice regarding the matters described completed Contracts listed in (a) through (c). There is no pending disagreement or dispute Schedule 3.17 of this Agreement with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractperson.

Material Contracts. (i) Section 3.11 of the Disclosure Schedule 3.1(o)(i) contains an accurate a true and complete list of the Contracts all written and oral material contracts, agreements, instruments, other understandings and commitments, proposed transactions to which any of the Company or its Subsidiaries any Company Subsidiary is a party or to which it may be bound (collectively, “Material Contracts”), including, without limitation, any: (a) distributorship, dealer, sales, advertising, agency, manufacturer’s representative or other contract relating to the payment of a commission; (b) collective bargaining agreement or other contract with or commitment to any labor union or proposed labor union; (c) contract for the future purchase of products, materials, supplies, equipment or services by which any the Company; (d) contract or commitment for the sale of Customer Offerings by the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) anticipated to result in payments to the Company in excess of twenty-five thousand dollars (25$25,000) largest customers in any twelve (12)-month period, or which require the sale of Customer Offerings by the Company in September 2016 based and which cannot be canceled by the Company on the dollar amount of invoiced monthly recurring revenuethirty (30) days’ or less notice without material cost, forfeiture or Liability; (Be) contract or commitment for the employment of any officer, Employee or Consultant or any other type of contract or understanding with any officer, Employee or Consultant, including any agreement or understanding relating to severance payments or non-customer Contract with any Governmental Authority competition; (f) indenture, mortgage, promissory note, loan agreement, pledge agreement, guarantee or other than Network Agreementsagreement or commitment relating to the borrowing of money, for a line of credit or for a leasing transaction; (g) contract or commitment for charitable contribution; (h) contract or commitment for a capital expenditure in excess of twenty-five thousand dollars ($25,000); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year agreement or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to arrangement for the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer sale of any Sellerassets, the Company, the Company’s Subsidiaries properties or any of their Affiliates (rights or Customer Offerings other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into sale thereof in the ordinary course of business; (j) contract with respect to the lending or investing of funds; (k) contract of indemnification with respect to any form of intangible property, including any intellectual property or confidential and proprietary information (except prepackaged software used in the ordinary course); (Kl) a joint venture or partnershipcontract which restricts the Company from engaging in any aspect of its business anywhere in the world; (Lm) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts lease under which the Company is lessee leases real property; (n) license or other transfer of any intellectual property by or holds, uses or operates any tangible property to the Company (other than real property) that is owned by any other Person, other than such Contracts entered into in “shrink wrap” or “off the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(ishelf” software licenses));; and (Po) all Contracts (other than customer Contracts) under contract which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company. The Company has provided to each Investor a full and complete copy of each Material Contract. There are no agreements or understandings, oral or written, or side agreements not contained therein that relate to or modify the substance thereof in any respect. Each Material Contract: (i) has been duly authorized by all necessary corporate and other action on the part of the Company or Company Subsidiary; (ii) was validly executed and delivered by the Company or Company Subsidiary and; (iii) is a legal, valid and binding obligation of the Company or Company Subsidiary, enforceable in accordance with its terms, except as otherwise listed in response limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding or affecting creditors’ rights generally and enforceable against the Company in accordance with their terms and, to the Knowledge general principles of the Company, are valid, binding and enforceable against each other party thereto, and are equity. Each such document is in full force and effect. The Company , none of its material provisions has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor been waived or modified by any other party thereto is in material default thereunderand there are no defaults thereunder or notice of defaults delivered pursuant thereto, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company orand, to the Knowledge of the Company’s Knowledge, any other party thereunder, (b) would allow or there are no circumstances which could reasonably be expected to give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company a default under any Material Contract; nor has of such documents. For the Company purposes of this Section 3.11, all indebtedness, Liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or any Subsidiary received any notice regarding entity (including persons or entities that, to the matters described in (aCompany’s Knowledge are affiliated therewith) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process shall be aggregated for amendment the purpose of any Material Contract. Accurate and complete copies meeting the individual minimum dollar amounts of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractsubsections.

Material Contracts. (i) Schedule 2.15 of the Seller Disclosure Schedule 3.1(o)(i) contains an accurate and complete list sets forth a list, as of the Contracts date hereof, of each contract or agreement to which Seller in respect of any of the ▇▇▇▇▇▇ Entities, or to which any of the Company or its Subsidiaries ▇▇▇▇▇▇ Entities, is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”):) that: (Aa) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other provides for future payments thereunder reasonably expected to be more than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee $500,000 per year, including, without limitation, all such Contracts that either are (i) provides base compensation in excess Contracts for capital expenditures (including leases of $200,000 in any calendar year or personal property), (ii) entitles such employee to severance; (E) any non-employee sales representative distribution, dealer or sales agent to agency Contracts, and (iii) Contracts for the extent there has been aggregate compensation to such non-employee since January 1purchase or sale of any assets, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant but excluding sales orders or other restriction that materially limits Contracts for the ability sale of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions finished goods entered into in the ordinary course of business); (Kb) a joint venture restricts the kinds of businesses in which any of the ▇▇▇▇▇▇ Entities or partnershipany employee, director or officer thereof may engage or the geographical area in which any of the ▇▇▇▇▇▇ Entities may conduct its business; (Lc) any Leaseis an indenture, mortgage, loan agreement or other Contract for the borrowing or advancement of money or a line of credit; (Md) any Contract between is a license (whether as licensor or licensee) or similar agreement permitting the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate use of any Seller, on the other hand (including any Network Underlying Rights) Intellectual Property Rights (other than employment, equity, indemnification or service agreements entered into (i) any agreement for generally available off-the-shelf commercial computer software with a value not greater than $5,000 and (ii) licenses granted by the ▇▇▇▇▇▇ Entities to their customers in the ordinary course of business consistent for computer software (which the ▇▇▇▇▇▇ Entities had the right to license) embedded or bundled with past practiceproducts sold by the ▇▇▇▇▇▇ Entities); (Ne) any customer Contract involving an indefeasible right of use is a joint venture, partnership, development or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))agreement; (Of) all Contracts is a contract relating to identification, investigation, cleanup, abatement, removal or other actions in connection with any liabilities arising under which Environmental Laws requiring payments by Seller or the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not ▇▇▇▇▇▇ Entities in excess of $100,000 (25,000 individually or $500,000 in the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))aggregate; (Pg) all Contracts (other than customer Contracts) is a contract under which any of the Company ▇▇▇▇▇▇ Entities is lessor of or permits any third party Person to hold, use hold or operate any tangible personal property or agreement under which any of the ▇▇▇▇▇▇ Entities is lessee providing for lease payments the remaining unpaid balance of which is in excess of $250,000; (h) is a contract for the future purchase of fixed assets or the maintenance thereof or for the future purchase of materials, supplies or equipment, other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business, which involves payments to be made by any of the ▇▇▇▇▇▇ Entities in excess of $250,000; (i) is a contract or other undertaking under which the consequences of a default or termination would have a Material Adverse Effect; (j) is a contract requiring R&D expenditures by any of the ▇▇▇▇▇▇ Entities of more than $150,000; (k) is a contract relating to or including any earnout, contingent payment or indemnity obligation entered into in connection with the acquisition or disposition of a business or product line by any ▇▇▇▇▇▇ Entity (“Acquisition Obligations”); (l) is collective bargaining or labor union agreement; (m) is an employment, consulting or severance agreement that provides for a base salary or base wages in excess of $100,000 per year; (n) is a guarantee of an obligation of any person other than a ▇▇▇▇▇▇ Entity; or (o) is not of the foregoing type and that is material (collectively, the “Material Contracts”). Each of the Material Contracts is a valid and binding obligation of Seller and/or one of the ▇▇▇▇▇▇ Entities and is enforceable against Seller and/or one of the ▇▇▇▇▇▇ Entities in accordance with its terms, except to the business extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting creditors’ rights generally and to general principles of the Company, except as otherwise listed equity (regardless of whether enforcement is considered in response to clauses (A) through (P) above. (ii) a proceeding in equity or at law). Except as set forth on in Schedule 2.15 of the Seller Disclosure Schedule 3.1(o)(ii)Schedule, all Material Contracts are valid, binding and enforceable against neither Seller nor any of the Company in accordance with their terms and▇▇▇▇▇▇ Entities nor, to the Knowledge knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the CompanySeller, any other party thereunder, (b) would allow is in breach of or give rise to the limitation, revocation, modification, or termination of default under in any Material Contract or (c) would result in the impairment of the rights of the Company under material respect any Material Contract; nor , and no event has occurred or conditions exist that with or without notice, lapse of time or the Company happening or occurrence of any Subsidiary received other event would constitute a breach or default thereunder in any notice regarding material respect by any of Seller or the matters described in (a) through (c). There is no pending disagreement ▇▇▇▇▇▇ Entities or, to Seller’s knowledge, any other party or dispute with permit termination, modification or acceleration thereof, by any of the ▇▇▇▇▇▇ Entities or, to Seller’s knowledge, any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains SCHEDULE 3.18 constitutes an accurate and complete list of each contract of the Contracts following type (collectively referred to as "Material Contracts") to which any of the Company or its Subsidiaries Companies is a party party, which are currently in effect, and which relate to the operation of the Companies' business: (a) collective bargaining agreement or by contract with any labor union; (b) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (c) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (d) stock purchase or stock option plan; (e) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person; (f) confidentiality agreement; (g) contract, agreement or understanding relating to the voting of Common Stock or the election of directors of the Companies; (h) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Companies; (i) guaranty of any obligation for borrowed money or otherwise; (j) lease or agreement under which any of the Company Companies is lessee of, or its Subsidiaries are bound that are holds or involve operates any property, real or personal, owned by any other party, for which the annual rental exceeds Ten Thousand Dollars (each, a “Material Contract”): $10,000); (Ak) the twenty-five (25) largest customers lease or agreement under which any of the Company Companies is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds Ten Thousand Dollars ($10,000); (l) contract or group of related contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in September 2016 based on excess of Ten Thousand Dollars ($10,000); (m) contract or group of related contracts with the dollar amount same party for the sale of invoiced monthly recurring revenue; products or services under which the undelivered balance of such products or services has a sales price in excess of Ten Thousand Dollars (B$10,000); (n) any non-customer Contract contract or group of related contracts with any Governmental Authority the same party (other than Network Agreementsany contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six (6) months from the date or dates thereof, not terminable by it on thirty (30) days' or less notice without penalty and involving more than Ten Thousand Dollars ($10,000) annually in the aggregate; (o) contract which prohibits the Companies from freely engaging in business anywhere in the world; (p) contract for the distribution of the Companies' products or services through agents, brokers, third party vendors or through the Internet; (q) franchise agreements; (r) license agreement or agreement providing for the payment or receipt of royalties or other compensation by the Companies in connection with the Company Intellectual Property Rights listed in SCHEDULE 3.17(a); ; (Cs) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation contract or commitment for capital expenditures in excess of Ten Thousand Dollars ($200,000 10,000); (t) agreement for the sale of any capital asset; (u) contract with any Affiliate which in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent way relates to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates Companies (other than for employment agreements with such Persons entered into in the ordinary course of business on customary terms); or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (Hv) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating which is either material to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable the Companies' businesses or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions was not entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) . Except as set forth on Disclosure Schedule 3.1(o)(ii)SCHEDULE 3.18, all each Material Contracts are Contract is in full force and effect, is a valid, binding and enforceable obligation by or against a Company, and the Company in accordance with their terms andother parties thereto, and except for the need to obtain the Third Party Consents, to the Knowledge knowledge of the CompanyCompanies and the Stockholders, are validno event has occurred which constitutes or, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither with the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with giving of notice or lapse passage of time, or both, (a) would constitute constitute, a material default or breach by the a Company or, thereunder. Prior to the Knowledge of Closing Date, the Company, any other party thereunder, (b) would allow Companies will deliver or give rise will cause to the limitation, revocation, modification, be delivered or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party will make available to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate AppNet correct and complete copies of each written Material Contract (and written summaries all amendments thereto. Except as set forth on SCHEDULE 3.18, there exist no restrictive covenants of any nature whatsoever in any of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractContracts.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains Appendix 1.35 sets forth an accurate and complete list as of the Contracts date hereof of the following contracts to which the Company or any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries them are bound that are or involve (eacheach such contract required to be set forth on such Schedule, a “Material Contract”): 7.13.1 all contracts that contain restrictions with respect to payment of dividends or any other distribution of profits of the Group Companies; 7.13.2 all loan, financing and investment agreements of the Group Companies and all contracts involving guarantees or granting or evidencing a material lien on any property or asset of the Group Companies; 7.13.3 all contracts under which any entity (other than the Company) has directly or indirectly guaranteed indebtedness of the Group Companies; 7.13.4 any material management service, consulting, financial advisory or any other similar type contract and all material contracts with investment or commercial banks; 7.13.5 all contracts limiting the ability of the Group Companies to engage in any line of business or to compete with any entity or in any geographical area; 7.13.6 all contracts (including letters of intent) (A) involving the twenty-five (25) largest customers future disposition or acquisition of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; business or any merger, consolidation or similar business combination transaction, whether or not enforceable, (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent relating to the extent there has been aggregate compensation acquisition by the Group Companies of any operating business or shares or other equity interests of any other entity pursuant to such non-employee since January 1, 2016 (whether paid or accrued which the Group Companies have continuing obligations as of the date hereof, or (C) involving any joint venture, partnership, strategic alliance, shareholders’ agreement, co-marketing, co-promotion, co-packaging, joint development or similar arrangement; 7.13.7 all contracts involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute; 7.13.8 all collective bargaining agreements or other agreements with any labor union; 7.13.9 all contracts for the employment of any officer, individual employee or other person on a full-time or consulting basis (A) with annual salary exceeding EUR 100,000 or (B) requiring severance payments or payments upon a change-in-control; 7.13.10 all customer contracts and binding offers involving anticipated gross revenue of no less than EUR 5,000,000 per annum; 7.13.11 all contracts relating to capital expenditures or other purchases of material, supplies, equipment or other assets or properties or services (including binding purchase orders for inventory or supplies or services for, or delivery of goods and materials, to the Group Companies) in excess of $75,000;EUR 1,000,000 individually; or (F) a covenant 7.13.12 all other contracts involving EUR 1,000,000 or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, more which are not terminable without payment cancelable by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into the Subsidiaries without penalty on six months or less notice. The Group Companies are not, to Sellers’ Knowledge, party to any material contract, arrangement, or obligation, which is not in the ordinary course of its business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon which violates any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness applicable law and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all regulation. All Material Contracts are valid, valid and binding and enforceable against obligations of the Company parties thereto in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Each Group Company has performed is, to Sellers’ Knowledge, in compliance in all material respect with its obligations imposed on it under such the Material Contracts. No Group Company is either aware of, and neither the Company nor or has any other party thereto is in material default thereundercounterparty given notice of, nor has there occurred any event that with notice or lapse of time, or both, (a) which would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination breach of any Material Contract or (c) would result Contracts. All Material Contracts have, to Sellers’ Knowledge, been entered into on sound commercial terms, at arm’s length and in the impairment ordinary course of business. All tenders and agreements binding upon the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) Group Companies have been made available to Buyer. The Company has not received any notification that any party to priced as required by good and sound business practise and allowing for a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractreasonable profit.

Material Contracts. Schedule 4.9 sets forth a complete and accurate list, in each case whether written or unwritten, of all: (ia) Disclosure Schedule 3.1(o)(iContracts involving annual aggregate payments to or from the Business in excess of $15,000 or requiring performance by any party more than one year from the date hereof, that, in either case, are not terminable by the Company without penalty on notice of 90 days or less; (b) contains an accurate and complete list of Contracts under which the Contracts to which any amount payable by the Company is dependent on the revenue, income or other similar measure of the Company or its Subsidiaries any other Person; (c) Contracts that relate to the sale of any material portion of the Company’s assets, other than in the ordinary course of business; (d) Contracts to which the Company is a party relating to Debt or by which the Guarantee of any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueDebt; (Be) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee Contracts that either (i) provides base compensation in excess of $200,000 in any calendar year or require the Company to deal exclusively with the counterparty, (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits restrict the ability of the Company to conduct its engage in any line of business, including non-solicitationcompete with any Person, non-competition and most-favored nation pricing restrictionssolicit any customers, which are not terminable without suppliers, employees or contractors of any other Person, or sell or purchase any product, or (iii) prohibit the Company from competing in any product or geographic market; (f) Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company on sixty (60) days’ noticein excess of $15,000; (Gg) Contracts with any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))Governmental Authorities; (Hh) Contracts that require the granting payment of consideration by the Company upon, are expressly terminable upon, or prohibit, a Lien (other than a Permitted Lien) upon any material assets change of ownership or control of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))Company; (Ii) All collective bargaining agreements or agreements with any labor organization, union or association to which the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013;Company is a party; and (Jj) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) Contracts evidencing a joint venture or partnership; (L) any Lease; (M) any . All the foregoing, including all amendments or modifications thereto, are referred to as “Material Contracts.” Each Material Contract between is in full force and effect and is a legal, valid and binding obligation of the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each the other party thereto, and are in full force and effect. The Company is not, and Vane has performed all not been, in breach of, or default under, any Material Contract in any material obligations imposed on it under such Material Contractsrespect, and neither the Company nor any other party thereto Vane has received a notification that the Company or Vane is in material default thereunder, nor has there occurred any event that with notice or lapse of timebreach of, or bothdefault under, (a) would constitute a any Material Contract in any material default by the Company or, to respect. To the Knowledge of the Company and Vane, there is no event or condition which has occurred or exists, that would constitute a default or breach under any such Material Contract by the Company, or could cause the acceleration of any other obligation of any party thereunder, (b) would allow thereto or give rise to the limitation, revocation, modification, any right of termination or termination cancellation thereof. A true and complete copy of any each Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractPurchaser.

Material Contracts. (ia) Section 4.20(a) of the Company Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of each contract described below in this ‎Section 4.20(a) (other than a Company Plan or, only for purposes of Section 4.20(a)(i), Section 4.20(a)(ii) and Section 4.20(a)(iii), purchase orders or invoices entered into in the Contracts to which any ordinary course of business substantially consistent with the form listed in Section 4.20(a)(i) or Section 4.20(a)(ii) of the Company Disclosure Schedule) to which the Company or any of its Subsidiaries is a party or by which any as of the Company or its Subsidiaries are bound that are or involve date hereof (eachtogether with any contract of the type described in clauses (i) through (xvii) of this Section 4.20(a) entered into after the date of this Agreement and prior to the Closing Date) (each contract of a type described in this Section 4.20(a), a “Material Contract”): (Ai) any contract with a top 20 customer (determined on the twenty-five (25) largest customers basis of the aggregate revenues recognized by the Company in September 2016 based on and its Subsidiaries during calendar year 2023 through the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreementsdate hereof); (Cii) each Network Agreementany contract with a top 20 vendor or supplier of goods, services or other assets (determined on the basis of the aggregate dollar volume of purchases made by the Company and its Subsidiaries during calendar year 2023 through the date hereof); (Diii) any Contract with contract that is not a lease for real property and that both (A) requires or is reasonably likely to require the payment or delivery of cash or other consideration by or to the Company or any current employee that either (i) provides base compensation of its Subsidiaries after the date hereof in an amount having an expected value in excess of $200,000 in 30,000,000 and (B) cannot be cancelled by the Company or any calendar year of its Subsidiaries without penalty or further payment (iiother than liabilities incurred prior to the time of termination) entitles such employee to severancewithout more than 90 days’ notice (for avoidance of doubt, excluding the Tax Receivable Agreement); (Eiv) any contract relating to the acquisition or disposition of any material securities, assets or businesses or exclusive licensing agreement (whether by merger, purchase of stock, purchase of assets or otherwise) that contains any material outstanding non-employee sales representative competition, earn-out or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as other contingent payment obligations of the date hereof) Company or any of its Subsidiaries that would reasonably be expected to result in the Company’s or any of its Subsidiaries’ receipt or making of future payments in excess of $75,00015,000,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (Gv) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates contract (other than employment agreements with such employees, contractors, consultants, agents or other Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (Hbusiness) for the granting development of a Lien (other than a Permitted Lien) upon any material assets Intellectual Property for the benefit of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (Ivi) any contract involving the acquisition licensing of or other grant of rights in material Intellectual Property (excluding, in each case, (A) licenses for unmodified, commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms with an equity interest in, or aggregate annual license fee of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; less than $1,000,000 and (JB) indemnification of any Person with respect to losses relating to any current or former business of non-exclusive licenses granted by the Company (other than standard indemnification provisions entered into or any of its Subsidiaries in the ordinary course of business); (K) a joint venture or partnership; (Lvii) any Lease; (M) any Contract between contract under which the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand its Subsidiaries (including any Network Underlying RightsA) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of of, or holdsholds or operates, uses or operates any tangible personal property (other than real property) that is owned by any other Person, for which the annual rent exceeds $2,000,000 and (B) cannot cancel without penalty or further payment (other than such Contracts entered into in liabilities incurred prior to the ordinary course time of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”termination) (where not already set forth on Disclosure Schedule 3.1(o)(i))without more than 90 days’ notice; (Pviii) all Contracts (other than customer Contracts) under which any contract that expressly prohibits the payment of dividends or distributions in respect of the capital stock or voting or equity securities of the Company is lessor or any of its Subsidiaries, or permits prohibits the pledging of the capital stock or voting or equity securities or other equity interests of the Company or any third party to hold, use of its Subsidiaries or operate the issuance of any tangible property (other than real property) owned or controlled guaranty by the Company, except for Company or any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; orof its Subsidiaries; (Qix) any agreement not made contract with any Affiliate, director, officer (as such term is defined in the ordinary course 1934 Act), holder of business and that is material to the business 1% or more of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge shares of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse capital stock of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any of their respective Affiliates (other party thereunderthan the Company or its Subsidiaries) or immediate family members (other than (A) any indemnity under the certificate of incorporation and bylaws or other organizational documents of the Company and its Subsidiaries and (B) the Tax Receivable Agreement) that is required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Form 10-K or proxy statement pertaining to an annual meeting of stockholders; (x) any contract that (A) limits in any material respect the freedom of the Company or any of its Subsidiaries to compete in any line of business or geographic region, or offer or sell any products, assets or services, with or to any Person, or (B) expressly contains any material “most favored nation” provision, exclusive dealing arrangement or arrangement that grants any right of first refusal, first offer, first negotiation or similar preferential right to any other Person, in the case of this clause (B), to the extent such contract contributed, or, in the event not a contract of the Company or any of its Subsidiaries for the duration of such fiscal year, would reasonably have been expected to contribute, individually, more than $10,000,000 to the revenue of the Company or any of its Subsidiaries for the fiscal year ended December 30, 2023; (xi) any partnership, joint venture, joint development, strategic alliance or other similar contract that is material to the Company and its Subsidiaries, taken as a whole; (xii) any contract relating to outstanding indebtedness of the Company or the Subsidiaries of the Company, including any indenture, loan or credit agreement, or indebtedness in connection with any settlement facilities or lines of credit or any financial guaranty or credit support, indemnification, assumption or endorsement thereof (in each case whether incurred, assumed, guaranteed or secured by any asset), in each case, in the principal amount of $3,000,000 or more (including any related security or pledge agreements), other than (A) the Tax Receivable Agreement, (B) contracts among the Company and its wholly owned Subsidiaries and (C) contracts relating solely to any construction bond that are entered into in the ordinary course of business; (xiii) any contract requiring contributions of capital, capital expenditures or the acquisition or construction of fixed assets in excess of $15,000,000 in the next 12 months (excluding contributions made to the Company by its Subsidiaries); (xiv) any contract that is a CBA or other contract with any labor union, organization or association; (xv) any contract providing for the settlement of any Proceeding asserted by any Person (including a Governmental Authority) (A) involving payment by the Company or any of its Subsidiaries after the date hereof in excess of $5,000,000 or (B) that imposes continuing requirements, obligations, liabilities or restrictions after the date hereof that are material to the Company and its Subsidiaries, taken as a whole; (xvi) any other contract, arrangement, commitment or understanding that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (excluding any Company Plan); and (xvii) any other contract that commits the Company or any of its Subsidiaries to enter into any contracts of the types described in foregoing clauses (i) through (xvi). (b) The Company has made available to Parent an accurate and complete copy of each Material Contract as in effect as of the date hereof. Except for breaches, violations or defaults which has not had, and would allow not reasonably be expected to have, individually or give rise in the aggregate, a Company Material Adverse Effect, as of the date hereof, (i) each Material Contract is valid and in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the limitationCompany’s Knowledge any other party to a Material Contract, revocation, modificationis in breach or default of any provision of, or termination taken or failed to take any act which, with or without notice, lapse of any time or both, would constitute a default under the provisions of such Material Contract Contract, and, except as has not had, and would not reasonably be expected to have, individually or (c) would result in the impairment of the rights of aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (ia) Section 4.8(a) of the Disclosure Schedule 3.1(o)(i) contains an accurate and complete list sets forth a list, as of the date hereof, of all of the following Contracts to which any Company Entity is a party: (i) Contract for Indebtedness (in each case, whether incurred, assumed, guaranteed or secured by any asset) involving amounts in excess of $5,000,000; (ii) Contract establishing any joint venture, partnership, limited liability company or other similar Contract; (iii) material lease for personal property; (iv) Contract reasonably expected to result in future payments to or by the Company Entities in excess of $5,000,000 in any annual period, except for Contracts that are terminable on less than 90 days’ notice without material penalty and any Company Benefit Plans; (v) Contract (or series of related Contracts) relating to any outstanding commitment for capital expenditures in excess of $5,000,000 individually; (vi) Contract (or series of related Contracts) relating to the purchase by the Company Entities of any products or services under which the undelivered balance of such products or services is in excess of $5,000,000; (vii) Contract (or series of related Contracts) entered into since January 1, 2013 relating to the material acquisition, disposition or lease of any Person, business or material real property or other assets (whether by merger, sale of stock, sale of assets or otherwise); (viii) Contract containing any “change of control” provisions; (ix) Contract that (A) limits in any material respect the freedom of the Company Entities to compete in any line of business or its Subsidiaries is a party with any Person or by in any geographic area; or (B) contains exclusivity obligations or restrictions binding on the Company Entities, in each case, whether before or after the Closing; or (x) Contract (including any “take-or-pay” or keepwell agreement) under which (A) any Person (other than another Company Entity) has directly or indirectly guaranteed any Liabilities of the Company Entities; or its Subsidiaries are bound that are (B) the Company Entities have directly or involve indirectly guaranteed Liabilities of any other Person (other than another Company Entity). (b) Each Contract disclosed or required to be disclosed pursuant to Section 4.8(a) (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1is a legal, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against agreement of the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding Entities and enforceable against each other party thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under , except (i) to the extent such Material ContractsContract terminates or expires after the date hereof in accordance with its terms, and neither (ii) as limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally, or (iii) as limited by general principles of equity, whether such enforceability is considered in a Legal Proceeding in equity or at Law. None of the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company Entities or, to the Knowledge of the Company, any other party thereunderthereto is in default or breach under the terms of, (b) would allow or give rise or, during the one-year period prior to the limitationdate hereof, revocationhas provided any written notice of any intention to terminate or modify, any such Material Contract, and, to the Knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a breach thereof or a default thereunder or would result in a termination, modification, acceleration or termination vesting of any rights or obligations or loss of benefits thereunder. Complete and correct copies of (A) each Material Contract or (cincluding all waivers thereunder); and (B) would result in all form Contracts that are related to the impairment of the rights business of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) Entities have been made available to the Buyer. . (c) The Company has Entities are not received parties to Contracts with any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractGovernmental Entities.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(iSection 3.08(a) contains an accurate and complete list of the Seller Disclosure Letter lists, as of the date hereof, each of the following Contracts to which any of the Company or its Subsidiaries any Company Subsidiary is a party or by which any of the Company its assets, properties or its Subsidiaries Equity Interests are bound that (the Contracts required to be listed on Section 3.08(a) of the Seller Disclosure Letter, and all amendments, supplements and other modifications thereto, are or involve (each, a referred to herein collectively as the “Material ContractContracts”): (i) each Contract involving payments by JCC (including contingent payments) in excess of $500,000 in the aggregate over the remainder of the current Contract term other than Contracts terminable by JCC upon no more than 90 days’ notice without penalty or fee; (ii) each Contract that relates to the transfer or disposition of any material assets (excluding real property or interests therein) of the Company, other than the sale of tangible personal property in the Ordinary Course of Business, in each case related to any disposition occurring on or after July 1, 2016; (iii) each Contract that relates to the acquisition or disposition of any business or a material amount of stock (or other Equity Interests) of any other Person (whether by merger, sale of stock, sale of assets or otherwise), in each case dated on or after July 1, 2016 or pursuant to which the Company has or could have any remaining Liabilities; (iv) each Contract under which the Company has made advances or loans to another Person, other than (A) inter-company loans, (B) with respect to employee advances for business expenses in the twenty-five Ordinary Course of Business or (25C) largest lines of credit to players, customers or patrons in the Ordinary Course of Business; (v) any Contract entered into after July 1, 2016 involving any resolution or settlement of any actual or threatened Action with a value of greater than $250,000; (vi) each Contract relating to or evidencing Indebtedness of such Company or the guarantee of Indebtedness by such Company with an outstanding principal amount, obligation or guarantee in excess of $250,000; (vii) each Contract with any Related Party of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) or any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee Company Subsidiary that either (i) provides base compensation requires payments by such Company in excess of $200,000 in over the remainder of the current Contract term other than Contracts with Related Parties of the Company or any calendar year Company Subsidiary that are terminable upon no more than ninety (90) days’ notice without liability or (ii) entitles such employee financial obligation to severancethe Company or any Company Subsidiary; (Eviii) each material IP License Agreement; (ix) each material Contract with any non-employee sales representative Governmental Authority; (x) each management agreement, Lease, license, franchise or sales agent operating agreement relating to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid all or accrued as any portion of the date hereof) Company Real Property involving aggregate annual payments by the Company in excess of $75,00050,000; (Fxi) other than contracts containing non-solicitation covenants entered into in the Ordinary Course of Business, each Contract that contains a non-competition covenant of the Company or other restriction that materially limits otherwise purports to limit or restrict the ability of the Company or, after giving effect to the Transactions, the OpCo Buyer or any of its Affiliates, to compete or otherwise conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not other than contracts terminable without payment by the Company on sixty upon no more than ninety (6090) days’ noticenotice without penalty or fee; (Gxii) each Contract that (A) establishes an obligation on the Company to exclusively purchase goods or services from any director Person or officer of (B) grants to any SellerPerson “most favored nations” terms, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with contracts terminable by such Persons entered into in the ordinary course of business Company upon no more than ninety (90) days’ notice without penalty or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))fee; (Hxiii) the granting of a Lien (other than a Permitted Lien) upon any material assets of each Contract to which the Company is a party that provide for any joint venture, partnership or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in similar arrangement by the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))Company; (Ixiv) the acquisition each Contract with any slot manufacturer that leases more than twenty five (25) slot machines or video lottery terminals; (xv) each Contract to purchase or dispose of an equity interest in(including any option or put agreement) any Company Real Property, in each case related to any purchase or of all disposition, as applicable, occurring or substantially all of the assets or business of, any other Person entered into expected to occur on or after January July 1, 20132016; (Jxvi) indemnification of each Contract for any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand construction work (including any Network Underlying Rightsadditions or expansion) (other than employment, equity, indemnification or service agreements entered into in to be performed at the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts Company Real Property and under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not has an obligation in excess of $100,000 (250,000 in the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))aggregate; (Pxvii) all Contracts (each Contract relating to interest rate caps, collars or swaps, currency hedging transactions and other than customer Contracts) under similar arrangements to which the Company is lessor of a party or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; oran obligor with respect thereto. (Qb) any agreement not made in the ordinary course of business Each Material Contract is a valid and that is material to the business binding obligation of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all . Each Material Contracts are valid, binding and Contract is enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party theretothereto in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and are by general principles of equity, regardless of whether enforcement is sought in full force and effecta proceeding at law or in equity). The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is not in material default thereunder, nor has there occurred any event that with notice or lapse of timebreach of, or both, (a) would constitute a material default by the Company orunder, any Material Contract and, to the Knowledge of the Company, any no such other party thereunder, (b) would allow or give rise to the limitation, revocation, modificationis in material breach of, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contractmaterial default under, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries As of the terms of any oral Material Contract) have been made available to Buyer. The date hereof, the Company has not given or received any notification that written notice of the intention of any party Person to a Material Contract intends to cancel, terminate, materially modify, repudiate or refuse to perform such terminate any Material Contract. The Seller has made available in the Data Room a correct and complete copy of all Material Contracts, or any written notification that a party intends to refuse renew such Material Contracttogether with all amendments and modifications thereto.

Material Contracts. Schedule 3.26(a) sets forth (iby reference to the applicable subsection of this Section 3.26(a)) Disclosure Schedule 3.1(o)(i) contains an a complete and accurate and complete list of the Contracts following executory contracts (including all amendments, modifications and supplements thereof) to which any of the Company or its Subsidiaries is a party or by which the Company, its business or operations or any of its assets or properties are bound or affected (collectively, the “Material Contracts”), true, accurate and correct copies of which have been made available to Purchaser: (i) any Contract involving a distributor’s or manufacturer’s representative or agency arrangement that is exclusive or not terminable by providing written notice; (ii) any Contract obligating the Company to purchase or sell a stated amount or portion of its output or requirements relating to the products or services of the Company or its Subsidiaries are bound of any other Person or that are contains “take or involve (eachpay” provisions, a “Material Contract”): (A) where the twenty-five (25) largest customers obligation of the Company in September 2016 based on Company, or the dollar amount of invoiced monthly recurring revenuevalue to the Company, exceeds $10,000; (Biii) any non-customer Contract with any Governmental Authority (other than Network Agreements)lease of real or personal property where the payments remaining exceed $10,000; (Civ) each Network Agreementany Contract requiring the performance by Company of any obligation for a period of time extending beyond one year after the Closing Date involving total consideration of more than $25,000; (Dv) any Contract with any current employee Governmental Authority, (vi) any Contract for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which would extend over a period of more than one year or that either (i) provides base compensation involves consideration in excess of $200,000 in any calendar year or (ii) entitles such employee to severance25,000; (Evii) any non-employee sales representative Contract involving the Company’s ownership or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) profits interests in excess of $75,000another Entity; (Fviii) a covenant or other restriction that materially limits the ability of any Contract under which the Company to conduct its businesshas created, including non-solicitationincurred, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) assumed or guaranteed any director or officer of any Seller, the Company, the Company’s Subsidiaries indebtedness for borrowed money or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business capitalized lease obligation, or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a under which any Lien (other than a Permitted Lien) upon is imposed on any material assets of the Company assets or its Subsidiariesproperties of the Company, including but not limited to any loan or a loan credit agreement, note, mortgage, indenturedeed of trust, pledge agreement, security agreement, guarantyguarantee, pledge indenture, bond, sale and leaseback agreement, purchase money obligation, or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable conditional sale or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))title retention agreement; (Iix) any Contract concerning the acquisition disclosure of an equity interest in, Trade Secrets or of all other confidential or substantially all proprietary information of the assets or business ofCompany, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions confidentiality or non-disclosure agreements entered into in the ordinary course of business); (Kx) a joint venture any Contract containing covenants (or partnershippurporting to contain covenants) (A) by the Company limiting or restricting its ability to compete in any line of business or with any Person in any geographical area or during any period of time or in any markets, or its ability to solicit or hire any Person as an employee, consultant or contractor, or (B) by any other Person limiting or restricting its ability to compete against the Company in any line of business or in any geographical area or during any period of time or in any markets, or its ability to solicit or hire any Company employee, consultant or contractor; (Lxi) any LeaseContract involving the Company and any current or former director, officer, shareholder or other affiliate of the Company; (Mxii) [intentionally omitted] (xiii) any Contract between for the Company employment or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate retention of any Selleremployee, contractor, consultant, agent or other Person on the a full-time, part-time, consulting, independent contractor or other hand basis that (including any Network Underlying Rightsa) is not terminable upon less than 60 days prior written notice or (b) provides severance, retention, change in control or other than employment, equity, indemnification termination benefits or service agreements entered into in the ordinary course of business consistent with past practice)payments; (Nxiv) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments Company has advanced or loaned any money to any of its directors, officers, shareholders, employees or affiliates, or has agreed to or is obligated to do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; orsame; (Qxv) any agreement not made in the ordinary course of business and Contract that is material to the business of the Companyprovides any guaranty, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice surety arrangement or lapse of time, or both, (a) would constitute a material default indemnification by the Company orof the liabilities or obligations of other any Person, of any or the assumption of any Tax, environmental or other liability of any Person; (xvi) any Contract that relates to the Knowledge acquisition or disposition of the Companyany business, division, material amount of assets (excluding inventory and raw materials), real property or capital stock of any other party thereunderPerson (whether by merger, purchase, sale, transfer, assignment, change of control or otherwise); (bxvii) would allow or give rise any Contract to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of which the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.that provides for any joint venture, partnership, strategic alliance, licensing arrangement, the sharing of revenues or profits or of proprietary information or similar arrangement;

Material Contracts. (a) Except as set forth on Schedule 4.6(a) (together with all Real Property Leases and Affiliate Agreements, the “Material Contracts”) and other than this Agreement, as of the date of this Agreement, no Group Company is a party to or bound by any: (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list Contract for the employment of the Contracts to which any of the Company officer, individual employee or its Subsidiaries is other person on a party full-time, part-time, consulting or by which any of the Company other basis, or its Subsidiaries are bound employment agreement, severance agreement or other agreement that are or involve (each, require payments upon a “Material Contract”):change in control” or similar payments covering any employee or director or former employee or director of any Group Company; (ii) commission and/or sales Contract with (A) any current employee, individual consultant, contractor or salesperson and pursuant to which the twentyapplicable Group Company made payments in excess of $100,000 during the eleven-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; month period ended November 30, 2010, (B) any non-customer Contract with partner of any Governmental Authority (Group Company or any distributor of any Company Products providing for the payment of any commissions or other than Network Agreements); (C) each Network Agreement; (D) sales compensation to any Contract with any current employee that either (i) provides base compensation employees or agents of such partner or distributor and pursuant to which the applicable Group Company made payments in excess of $200,000 in any calendar year 100,000 during the eleven-month period ended November 30, 2010, or (iiC) entitles such employee under which a firm or other organization provides commission or sales-based services to severance; (E) any non-employee sales representative or sales agent Group Company pursuant to which the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) applicable Group Company made payments in excess of $75,000100,000 during the eleven-month period ended November 30, 2010; (Fiii) a covenant or other restriction Contract that materially limits the ability of the obligates any Group Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty provide indemnification or a guarantee (60other than intercompany guarantees) days’ noticethat could result in payments in excess of $100,000; (Giv) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement Contract relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable by way of endorsement or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into negotiable instruments in the ordinary course of business); (Kv) a joint venture Contract whereby any Group Company has guaranteed or partnershipotherwise agreed to cause, insure or become liable or indemnify for, or pledged any of its assets to secure, the performance or payment of, any obligation or other liability of any Person; (Lvi) Contract relating to capital expenditures and involving future payments by any LeaseGroup Company in excess of $100,000 in any individual case or $200,000 in the aggregate; (Mvii) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the any Group Company is lessee of or holds, uses holds or operates any tangible property (other than real property) that is ), owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract lease or agreement under which the aggregate annual rental payments do not exceed $100,000 and 100,000; (viii) Contract under which any Group Company is lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any Group Company, except for any lease or agreement under which the total aggregate annual rental payments do not exceed $500,000; or100,000; (Qix) Contract prohibiting any Group Company from freely engaging in any material business, or containing covenants that limit or purport to limit the ability of any Group Company to (A) compete in any business or with any Person or in any geographic area, (B) sell, supply, provide or distribute any service or product, (C) hire or solicit Persons for employment, (D) incur or guarantee any Indebtedness or to g▇▇▇▇ ▇ ▇▇▇▇ on the assets of any Group Company, or (E) use or enforce any Group Company IP Rights, including, in each case, any nondisclosure, non-competition, settlement, coexistence, standstill or confidentiality agreements; (x) collective bargaining agreement not or other Contract with any collective bargaining representative or other Contracts with a labor union, labor organization or similar body; (xi) Contract pursuant to which any Group Company (a) grants a third Person a license to use any Group Company IP Rights (other than standard form software as a service agreements in a form substantially similar to those that the Company has made available to Parent prior to the date hereof) or (b) receives a license to use any benefit from any Intellectual Property of any third party (other than licenses for commercially available non-custom software or data services available on standard terms or involving annual payments to or from the Group Companies less than $100,000); (xii) settlement or similar Contract pursuant to which any Group Company is obligated to pay consideration in excess of $150,000 after the date hereof; (xiii) Contract that relates to any prior (within the past five years) or future disposition or acquisition of properties, of assets or of any interest in any business enterprise valued in excess of $100,000 by any Group Company, or any merger or business combination with respect to any Group Company; (xiv) powers of attorney (other than powers of attorney given in the ordinary course of business); (xv) Contract (A) providing for any Group Company to be the exclusive provider of any product or service to any Person or that otherwise involves the granting by any Person to any Group Company of exclusive rights of any kind, (B) providing for any Person to be the exclusive provider of any product or services to any Group Company or that otherwise involves the granting by any Group Company to any Person of exclusive rights, (C) granting to any Person a right of first refusal or right of first offer on the sale of any part of the business of any Group Company, (D) containing a provision of the type commonly referred to as “most favored nation” provision for the benefit of a Person other than any Group Company, or (E) pursuant to which any Group Company has agreed to provide services for a fixed price or maximum fee, or pursuant to any cap or other provision that provides for payment other than on an unrestricted “time and materials” basis and pursuant to which any Group Company expects to accrue revenue in excess of $100,000 during any twelve (12) month period after the date hereof; (xvi) Contract that obligates any Group Company to pay an amount in excess of $200,000 during the twelve (12) month period after the date hereof; (xvii) dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant Contract involving annual payments to or from the Group Companies in excess of $100,000; (xviii) joint venture, partnership, strategic alliance, funding or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service involving annual payments to or from the Group Companies in excess of $100,000; (xix) Contract pursuant to which any Group Company has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to use or acquire source code, including any agreements that provide for source code escrow arrangements, that is owned by any Group Company and that is material to the business Group Companies taken as a whole; (xx) sales representative, original equipment manufacturer, value added re-seller, remarketer or other Contract for distribution of products or services of any of the Group Companies, or the products or services of any other Person, in each case pursuant to which the Group Companies paid the counterparty thereto in excess of $100,000 in the eleven month period ended November 30, 2010; (xxi) Contract with any customer or third party to provide support or maintenance, including for any third-party product, service or platform involving annual payments to or from the Group Companies in excess of $100,000; (xxii) Contract providing for the use, disclosure or sale of any Personal Information other than customer agreements based on the Company, except as otherwise listed ’s standard form; (xxiii) Contract with any Governmental Entity (a “Government Contract”); and (xxiv) Contract (including any end-user licenses) with any customer or client of the Group Companies that provides for the payment to the Group Companies in response to clauses excess of $200,000 in the twelve (A12) through (P) abovemonth period following the date hereof. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii4.6(b), all each Material Contracts are valid, Contract is in full force and effect and is valid and binding on the applicable Group Company and enforceable against the Company in accordance with their its terms against such Group Company and, to the Knowledge of the Company, are valid, binding and enforceable against each other party theretothereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and are in full force and effectsubject to general principles of equity). The Company has performed all material obligations imposed Except as set forth on it under such Material ContractsSchedule 4.6(b), and neither the Company nor any other party thereto is in material default thereunderGroup Company, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company ornor, to the Knowledge Company’s Knowledge, any of the Companyother parties thereto, is currently in breach in any other party thereunder, (b) would allow or give rise to respect of any of the limitation, revocation, modification, or termination terms and conditions of any Material Contract except where any such breach has not been or (c) would result not be, individually or in the impairment of the rights of the aggregate, material. Except as set forth on Schedule 4.6(b), no Group Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms intention of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a terminate any Material Contract intends or to cancel, terminate, materially modify, or refuse exercise any option not to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractthereunder.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i3.8(a) contains an accurate and complete list of the Contracts sets forth each Contract to which any of the Company or its Subsidiaries Companies is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries Companies or any of their Affiliates respective properties or assets is or may be bound that: (other than employment agreements with such Persons entered into i) contains covenants that limit the ability of any of the Companies to compete in the ordinary course of any business or plans with any Person or agreements set forth on Disclosure Schedule 3.1(p)(i))in any geographic area, or to sell, supply or distribute any service or product; (Hii) provides for the granting formation, creation, operation, management or control of a Lien (any partnership or joint venture or other than a Permitted Lien) upon similar arrangement by any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))Companies; (Iiii) the acquisition of relates to (A) Debt having an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not outstanding principal amount in excess of $100,000 or (B) conditional sale arrangements, the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of any of the Companies under such contract are greater than $100,000; (Piv) all Contracts contains a cap or ceiling on the prices that can be charged by any of the Companies for products; (other than customer Contractsv) provides for annual payments to or from any of the Companies of $100,000 or more and has a term of 12 months or more; (vi) is for the lease of personal property under which any of the Company Companies is lessor the lessee and is obligated to make payments of or permits any third party to hold, use or operate any tangible property (other more than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000per annum; (vii) relates to any hedging or swap arrangement; or (Qviii) any is a stock purchase agreement, asset purchase agreement not made in or other acquisition or divestiture Contract entered into during the ordinary course of business and that is material to the business past five years. Each Contract of the Company, except type described in this Section 3.8(a) is referred to herein as otherwise listed in response to clauses (A) through (P) abovea “Material Contract.” (iib) Except as set forth on Disclosure Schedule 3.1(o)(iiThe Companies have made available to Buyer complete and correct copies of each written Material Contract (including all amendments thereto) and a summary of the terms of each oral Material Contract (or a copy of written terms proposed for Contracts not executed but in which performance has begun), all . All of the Material Contracts are valid, valid and legally binding and obligations of the relevant Companies enforceable against the Company such Companies in accordance with their terms respective terms, except as limited by the Bankruptcy and Equity Exception and, to the Knowledge none of the CompanyCompanies, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the CompanyCompanies, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material ContractContract is in breach or default thereunder, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries to the Knowledge of the terms Companies, no event has occurred which, with notice or lapse of time or both would constitute a breach or default thereof, require indemnification by any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modifyof the Companies thereunder, or refuse to perform such Material Contract, permit termination or any written notification that a party intends to refuse renew such Material Contractmodification thereof or acceleration thereunder.

Material Contracts. (a) Except as otherwise set forth in Schedule 2.16(a) of the Disclosure Schedule, the Company is not is a party to or bound by any of the following: (i) Disclosure Schedule 3.1(o)(iany Contract (or group of related Contracts) contains an accurate and complete list of the Contracts that requires payments by or to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 10,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)at will offer letters); (Hii) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (MA) any Contract between relating to the acquisition or disposition by the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand operating business or material assets; (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (NB) any customer Contract involving an indefeasible right relating to the acquisition or disposition by the Company of use any operating business or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts material assets under which the Company is lessee of has any executory covenants or holds, uses indemnification or operates other obligations or rights (including put or call options); or (C) any tangible property (Contract under which the Company has any indemnification or other than real property) that is owned by any other Personobligations, other than any such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))practice; (PA) all Contracts any guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company; (B) any Contract evidencing Company Indebtedness or providing for the creation of or granting any Lien upon any of the Properties of the Company; (C) any Contract (1) relating to any loan or advance to any Person which is outstanding as of the date of the Agreement (other than customer Contracts) under which the Company is lessor of or permits any third party immaterial advances to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 employees and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made consultants in the ordinary course of business consistent with past practices) or (2) obligating or committing the Company to make any such loans or advances; and (D) any currency, commodity or other hedging or swap Contract; (iv) any Contract (A) creating or purporting to create any partnership or joint venture or any sharing of profits or losses by the Company with any third party; or (B) that is material provides for “earn-outs” or other contingent payments by or to the business Company; (v) any Contract with any Governmental Authority, or any subcontract under a third party’s contract with any Governmental Authority, under which such Governmental Authority has any material rights, other than Contracts (A) on the Company’s standard form(s) of customer agreement for the Company Products or (B) otherwise providing for the sale or licensing of Company Products solely on a “commercial item” basis in the ordinary course of the Company, except as otherwise listed in response to clauses ’s business; (vi) any Contract (A) through containing covenants restricting or purporting to restrict competition which, in either case, have, would have or purport to have the effect of prohibiting the Company or any of its Affiliates (Pincluding Parent, the Surviving Corporation and their respective Affiliates after the Closing, ignoring any Contracts to which Parent or its subsidiaries is a party or subject) abovefrom engaging in any business or activity in any geographic area or other jurisdiction; (B) in which the Company has granted “exclusivity” or that requires the Company to deal exclusively with, or grant exclusive rights or rights of first refusal to, any customer, vendor, supplier, distributor, contractor or other Person; (C) that includes minimum purchase requirements, in either case that exceed $10,000 in any calendar year to the extent the Contract is not terminable without penalty on ninety (90) days’ or shorter notice; (D) containing a “most-favored-nation,” best pricing or other similar term or provision by which another party to such Contract or any other Person is, or could become, entitled to any benefit, right or privilege which, under the terms of such Contract, must be at least as favorable to such party as those offered to another Person; or (E) containing any “non-solicitation” or “no-hire” provisions or covenants running in favor of another Person; (vii) any Contract involving a sales agent, representative, distributor, reseller, middleman, marketer, broker, franchisor or similar Person who is entitled to receive commissions, fees or markups related to the provision or resale of good or services of the Company; (viii) any Contract involving commitments to make capital expenditures or to contract, purchase or sell assets involving $10,000 or more individually; (ix) any lease, sublease, rental or occupancy agreement, license, installment, and conditional sale agreement or agreement under which the Company is lessee or lessor of, or owns, uses or operates any leasehold or other interest in any real or personal property; (x) any power of attorney granted by the Company; (xi) any Contract (A) that is an employment or consulting Contract relating to the performance of services by any Company Employee, other than (i) any such Contract that is terminable “at will” (or following a notice period imposed by applicable law) without any obligation on the part of the Company to make any severance, termination, change in control or similar payment or to provide any benefit, or (ii) employee or consultant proprietary information and inventions agreements in the form provided to Parent; (B) pursuant to which the Company is or may become obligated to make any severance, termination, tax gross-up, or similar payment to any Company Employee; (C) pursuant to which the Company is or may become obligated to make any bonus, deferred compensation or similar payment (other than payments constituting base salary) in excess of $10,000 to any Company Employee; or (D) that provides for current or future liability or obligation for indemnification, or for reimbursement of any legal fees or expenses, of any Company Employee, except for contractual obligations to defend, indemnify or hold harmless customers, distributors, resellers, alliance partners, consultants and vendors of the Company entered into in the ordinary course of business; (xii) any Contract relating to or concerning Company Intellectual Property that is not required to be disclosed in Schedule 2.18(d) of the Disclosure Schedule, other than: (A) employee or consultant proprietary information and inventions agreements in the form provided to Parent; (B) non-exclusive end-user license or subscription agreements entered into with customers of the Company Products in the ordinary course of the Company’s business using the Company’s standard terms of use as provided to Parent; and (C) non-disclosure agreements entered into in the ordinary course; (xiii) any Contract (other than Contracts evidencing Stock Options or the Series A-4 Warrants): (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of the Company; (B) providing any Person with any preemptive right, right of participation, right of maintenance or similar right with respect to any securities of the Company; or (C) providing the Company with any right of first refusal with respect to, or right to repurchase, redeem, put or call, any securities; and (xiv) any Contract that cannot by its terms be terminated by the Company with thirty (30) days’ or less notice without penalty or whose term continues beyond one (1) year after the date of this Agreement. (iib) Except as set forth on With respect to each Contract listed or required to be listed in Schedule 2.16(a) of the Disclosure Schedule 3.1(o)(ii(the “Material Contracts”), all (i) such Material Contracts are valid, Contract is binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are the other party(ies) thereto in accordance with its terms, (ii) such Material Contract is valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and (iii) neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company ornor, to the Knowledge of the Company, any other party thereunder, (b) would allow to such Material Contract is in material breach or give rise to the limitation, revocation, modification, or termination default of any Material Contract or (c) would result in the impairment of the rights terms or covenants of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any such Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of iv) the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that written notice regarding any party to a Material Contract intends to cancel, terminate, materially modifyactual violation or breach of, or refuse to perform default under, such Material Contract, and (v) the Company has not been notified or advised by any written notification that a party intends thereto of such party’s intention or desire to refuse renew terminate or modify such Material ContractContract in any material respect; provided, however, that in the case of clauses (i) and (ii) subject to the effect of (A) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirements now or hereafter in effect relating to rights of creditors generally and (B) Legal Requirements governing specific performance, injunctive relief and other equitable remedies. Following the Closing (and ignoring the effect of any Contracts to which Parent or its subsidiaries is a party), assuming Parent causes the Surviving Corporation to perform all its obligations thereunder (and subject to any contrary commitments, prohibitions, or restrictions to which Parent may be subject independent of the Merger), the Surviving Corporation will be entitled to exercise all of the Company’s rights under the Material Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay pursuant to the terms of such Material Contracts had the transactions contemplated by this Agreement not occurred.

Material Contracts. (ia) Section 3.13(a) of the Seller Disclosure Schedule 3.1(o)(i) contains an accurate and complete sets forth as of the date of this Agreement a list of the following Contracts (other than intercompany agreements, purchase orders and invoices solely between Transferred Entities) to which any of the Company or its Subsidiaries Transferred Entities is a party or by which any of the Company their respective properties or its Subsidiaries assets are bound that are or involve (each, a the “Business Material ContractContracts”): (i) each (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; power purchase agreement, sale or exchange agreement or similar bilateral Contract with a utility or other load serving entity or (B) Contract which provides for the sale, purchase or exchange of electric power in any non-customer Contract with any Governmental Authority form (other than Network Agreementsincluding energy, capacity or ancillary services, RECs or emissions credits); (Cii) each Network Agreementelectricity interconnection, transmission or marketing agreement; (iii) each (A) engineering, procurement and construction agreement, (B) equipment supply or service agreement, (C) warranty agreement and performance guarantee agreement, (D) operation and maintenance agreement and (E) purchase order or similar Contract that has not been fully performed, in each case (x) that obligates any Transferred Entity or any Person on behalf of a Transferred Entity to make payments in excess of $500,000 individually or $1,000,000 in the aggregate and (y) other than any such agreement that has expired or otherwise been terminated in accordance with its terms; (iv) any Contract (A) committing the Business or any Transferred Entity to any future capital expenditures or capital investments in excess of $500,000 individually or $1,000,000 in the aggregate or (B) for the future sale of any asset or property or granting a right or option in favor of another Person to purchase any asset or property having a value in excess of $500,000 individually or $1,000,000 in the aggregate; (v) each Contract pursuant to which a Transferred Entity leases, subleases, licenses or otherwise occupies Business Leased Real Property; (vi) any Contract that by its express terms limits or impairs in any material respect the ability of any of the Transferred Entities to compete in any line of business or with any Person or in any market, field or geographic area (including through non-compete, exclusivity or “most-favored nation” provisions); (vii) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates Governmental Entity (other than employment agreements with any such Persons Contract that is entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)and is not material); (Hviii) each Contract between any member of the granting of a Lien Seller Group (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(lTransferred Entities)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any SellerTransferred Entity, on the other hand (including any Network Underlying Rights) (hand, other than employment, equity, indemnification any such Contract that will be fully performed by the Closing with respect to such Transferred Entity or service agreements entered into will not otherwise survive a Closing in the ordinary course respect of business consistent with past practicesuch Transferred Entity); (Nix) any customer partnership, joint venture, or limited liability company agreement or Contract involving an indefeasible right relating to any equity interests or other securities of use a Transferred Entity or similar right rights in connection therewith; (x) any Contract the primary purpose of which is to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 address Taxes (where not already set forth on Disclosure Schedule 3.1(o)(i)including PILOTSs, FILOTs, Tax abatements and tax indemnification Contracts); (Oxi) all Contracts under each Contract pursuant to which (A) Seller or any of its Affiliates, including any Transferred Entity, provides or posts any guarantee, indemnity, performance or surety bond, letter of credit, commitments or other similar credit support arrangement or obligation relating to the Company is lessee Business or a Transferred Entity (collectively, the “Seller Guarantees”) or (B) any third party (for clarity, not including Seller or any of its Affiliates) provides or holdsposts any guarantee, uses indemnity, performance or operates surety bond, letter of credit, commitments or other similar credit support arrangement or obligation relating to the Business or a Transferred Entity; (xii) any tangible property (other than real property) that is owned by any other PersonContract, other than such Contracts entered into as set forth in the ordinary course clauses (i) through (xi) of business consistent with past practice and not this Section 3.13(a), which expressly provides for future payments to or from any Transferred Entity in excess of $100,000 (1,500,000 over the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i));term of such Contract; and (Pxiii) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) whereby a Transferred Entity agrees to enter into any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) aboveforegoing Contracts. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii)would not reasonably be expected to have, all individually or in the aggregate, a Business Material Contracts are validAdverse Effect, (i) each Business Material Contract is a legal, valid and binding and enforceable against obligation of the Company in accordance with their terms applicable Transferred Entity party thereto, and, to the Knowledge of the CompanySeller, are valid, binding and enforceable against each other party theretocounterparty, and are is in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither (ii) none of the Company nor Transferred Entities nor, to the Knowledge of Seller, any other party thereto thereto, is in material breach of, or in default thereunderunder, nor any such Business Material Contract, and (iii) no event has there occurred any event that with notice or lapse of time, time or both, (a) both would constitute such a material breach or default thereunder by the Company any such Transferred Entity or, to the Knowledge of the CompanySeller, any other party thereunderthereto. Seller has Made Available to Purchaser true, (b) would allow or give rise to complete and correct copies of the limitation, revocation, modification, or termination Business Material Contracts together with all material amendments and supplements thereto in effect as of any Material Contract or the date hereof. (c) would result in the impairment Section 3.13(c) of the rights Seller Disclosure Schedule sets forth a list of (i) (x) each Business Material Contract that requires a consent or approval from a third party in connection with the consummation of the Company under transactions contemplated by this Agreement and (y) any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute required filing with any other party and approval of FERC pursuant to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries Section 203 of the terms of any oral Material ContractFPA in connection with the transactions contemplated hereby (the consents or approvals referred to in clauses (x) have been made available and (y) collectively, the “Specified Consents”) and (ii) each Consent Company to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancelwhich such Specified Consent relates, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractin each case as agreed between Seller and Purchaser.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i3.6(a) contains an sets forth a complete and accurate and complete list of the Contracts each Contract to which any of the Company or its Subsidiaries Group Companies is a party or by which any of the Company Group Companies or its Subsidiaries are any of their respective properties or assets is bound as of the date of this Agreement that are or involve is of a type described below (eachcollectively, a the “Material ContractContracts”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (Di) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year Material Client or Material Supplier; (ii) entitles such Contract for the employment of any employee to severance; (E) any nonon a full-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1time, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant part- time or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition basis providing annual base salary and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates guaranteed bonus (other than employment agreements with such Persons entered into in the ordinary course of business any “at will” Contract that may be terminated by any Group Company upon ninety (90) days or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)less advance notice); (Hiii) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (LA) any Lease; Leases and (MB) any Contract between the Company lease or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts agreement under which the any Group Company is lessee of or holds, uses holds or operates any tangible property (other than real property) that is ), owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract lease or agreement under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or75,000; (Qiv) any agreement not made Contract that licenses, permits or otherwise authorizes the use of Intellectual Property Rights, other than (A) non-exclusive licenses granted by any Group Company to customers in the ordinary course Ordinary Course and (B) non-exclusive licenses granted to any Group Company for generally unmodified off-the-shelf Software applications, in each case for an aggregate fee, royalty or other consideration for any such Software of no more than $10,000 (the foregoing, the “Company IP Agreements”); (v) any material partnership agreements and joint venture agreements to which any Group Company is a party or is bound; (vi) any Contract under which the counterparty is a reseller, distributor or agency involving at least $75,000 in payments during any calendar year; (vii) any Contract prohibiting any Group Company from freely engaging in any business, including: (A) all Contracts that require any of the Group Companies to purchase its total requirements of any product or service from a third party or that contain “take or pay” provisions; (B) all Contracts concerning exclusivity, noncompetition, non-solicitation, “most- favored nation”, other exclusive rights of any type or scope in any line or lines of business enforceable against the Group Companies or any of their Affiliates (including, following the Closing, Parent and its Affiliates), or (C) any Contract that is material could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the CompanyGroup Companies or any of its Affiliates (including, except following the Closing, Parent and its Affiliates); (viii) any Contract relating to acquisitions or dispositions consummated by any of the Group Companies; (ix) any other Contract with any current or former equityholder, officer, manager or director of the Group Companies, or any “Affiliate” or “associate” of such persons (as otherwise listed such terms are defined in response the rules and regulations promulgated under the Securities Act); (x) all Contracts between or among the members of the Group Companies; (xi) any Contract relating to Indebtedness, whether incurred, assumed, guaranteed or secured by any asset, and any guaranty of any obligation for Indebtedness or other material guaranty; (xii) any indemnification or other similar Contract pursuant to which the Group Companies are obligated to indemnify or advance expenses on behalf of any current or former director, manager or officer of the Group Companies in connection with any loss based on the fact that such Person is or was a manager or officer of the Group Companies; (xiii) any Contract under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (xiv) other than any Contracts specified in clauses (Ai) through (Pvi) above, Contracts that involve payments by or to any Group Company of $250,000 or more in any calendar year; and (xv) any other Contract that is otherwise material to the operations, business or finances of the Group Companies taken as a whole and which is not otherwise disclosed in Schedule 3.6(a). (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii)No Group Company, all and to the Company’s Knowledge, no other party, is in material breach of, or material default under, any Material Contract. The Company has made available to Parent an accurate and complete copy of each Material Contract. All of such Material Contracts are valid, valid and binding and enforceable against the Company in accordance with their terms andand conditions against the Group Companies, to the Knowledge of the Company, are valid, binding and enforceable against each other party theretoas applicable, and are in full force and effect. The Company To the Company’s Knowledge no event has performed all material obligations imposed occurred on it under such Material Contractsor prior to the date hereof (with or without notice, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, time or both, (a) that would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company Group Companies under any Material Contract; nor has . Neither the Company or nor any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other a party to any Material Contractoral contract, nor is there any pending request agreement or process for amendment of any Material Contract. Accurate and complete copies of each other arrangement which, if reduced to written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available form, would be required to Buyer. The Company has not received any notification that any party be disclosed pursuant to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractthis Section 3.6.

Material Contracts. (a) The Company has provided or made available to Parent true and complete copies of the following (“Material Contracts”) to the extent still in force and effect as of the date of this Agreement: (i) Disclosure Schedule 3.1(o)(iall contracts, agreements, obligations, promises, commitments, arrangements or undertakings (whether written or oral and whether express or implied) contains an accurate and complete list of the Contracts to which any that are legally binding (collectively, “Contracts”) of the Company or its Subsidiaries is a party any Company Subsidiary with customers of the Company involving payments to the Company or by which any Company Subsidiary in excess of $100,000 during 2006 or anticipated to involve payments to the Company or any Company Subsidiary in excess of $100,000 in 2007; (ii) all Contracts of the Company or its Subsidiaries are bound that are any Company Subsidiary with any vendor or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers supplier of the Company or any Company Subsidiary involving payments by or to the Company or the Company Subsidiaries in September 2016 based on excess of (a) $100,000 during 2006, (b) $100,000 in anticipated payments in 2007, or (c) $250,000 in the dollar amount of invoiced monthly recurring revenueaggregate; (Biii) all Contracts of the Company or any non-Company Subsidiary that (x) contain most favored customer Contract pricing provisions with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year third party or (iiy) entitles such employee grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to severance; any Person or (Ez) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits restrict the ability of the Company or any Affiliate to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ noticecompete in any business or area; (Giv) all material Contracts of the Company or any director or Company Subsidiary with any Affiliate, director, officer of any Seller, the Company, other than Contracts which do not vary in any material respect from the Company’s Subsidiaries standard form of such contracts provided to Parent; (v) all Contracts of the Company or any Company Subsidiary pursuant to which the Company or such Company Subsidiary is granted rights in Intellectual Property of their Affiliates (any third Person, other than employment agreements with such Persons (x) end user license Contracts entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of consistent with past practice, which did not involve payments by the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company Subsidiaries in excess of $35,000 during 2006 or anticipated in 2007, (other than standard indemnification provisions entered into y) Contracts pursuant to which independent contractors assign Intellectual Property to the Company in the ordinary course of business)business consistent with past practice or (z) Contracts pursuant to which the Company or a Company Subsidiary is granted rights in Intellectual Property, the absence of which would not be material to the Company; (Kvi) a joint venture or partnership; (L) any Lease; (M) any Contract between all Contracts of the Company or any Company Subsidiary pursuant to which the Company or such Company Subsidiary is granted rights in the Intellectual Property of any third Person, other than Contracts consisting of “shrink wrap” or similar widely available commercial end user licenses, for (x) the distribution or sublicense by Company or any Company Subsidiary to any third Person as part of a value-added reseller or other similar arrangement; (y) use by Company or any Company Subsidiary in the provision of on-line services; or (z) for incorporation into any Software licensed by Company or any Company Subsidiary to any third Person; (vii) all Contracts of the Company, on the one hand, and any Seller Company or any Affiliate of Company Subsidiary pursuant to which the Company or such Company Subsidiary grants material rights in Intellectual Property to any Sellerthird Person, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service non-exclusive end user license agreements entered into in the ordinary course of business consistent with past practice); (Nviii) all joint venture, partnership or other similar Contracts to which the Company or any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))Company Subsidiary is a party; (Oix) all Contracts under relating to the borrowing of money or extension of credit (collectively, “Debt Obligations”) pursuant to which any material indebtedness of the Company or any Company Subsidiary is lessee outstanding or may be incurred and all material guarantees of or holds, uses by the Company or operates any tangible property (other than real property) that is owned by Company Subsidiary of any Debt Obligations of any other Person, other than such Contracts entered into standard form invoices relating to accounts payable of the Company or any Company Subsidiary disclosed in the SEC Financial Statements or incurred in the ordinary course of business consistent with past practice since December 31, 2006; and (x) all Contracts, not otherwise described in the foregoing, which are material to the Business or the Company. (b) Each Material Contract is in full force and effect (except for those Contracts that have expired in accordance with their terms and conditions) and constitutes a legal, valid and binding agreement of the Company or the Company Subsidiaries, as applicable, enforceable in accordance with its terms and conditions (subject to (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, moratorium, reorganization, receivership and similar laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law)), and except as disclosed in the Company Filed SEC Documents, the Company or the Company Subsidiaries, as applicable, have performed in all material respects all of their obligations under, and are not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor material violation or breach of or permits default under, any third party to hold, use or operate any tangible property (other than real property) owned or controlled by such Material Contract. To the knowledge of the Company, except for the other parties to any Material Contract under which the aggregate annual rental payments do have performed all of their obligations under, and are not exceed $100,000 in material violation or breach of or default under, any such Material Contract, and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made other than in the ordinary course of business and that is material consistent with past practice, have not notified the Company of any intention to the business terminate such Material Contract or to require any amendment or waiver of the Company, except terms thereof as otherwise listed in response to clauses (A) through (P) abovea condition of renewing or not terminating such Material Contract. (iic) The execution of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or cause a breach of any Material Contract, or require the approval of, or consent to be received from, any party to any Material Contract in order for such Material Contract to remain in full force and effect after the consummation of the Merger. (d) Except as set forth on Disclosure Schedule 3.1(o)(ii)3.19, all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge no officer or director of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding Company Subsidiary, no stockholder of the matters described in (a) through (c). There is no pending disagreement or dispute with any other party Company related to any Material Contractsuch officer or director, nor is there any pending request or process for amendment and no “associate” (as defined in Rule 14a-1 under the Exchange Act) of any Material Contract. Accurate of them, has any interest in any material Contract of, or other business arrangement with, the Company or any Company Subsidiary, or in any material property (including any real property and complete copies of each written Material Contract (and written summaries any material personal property, tangible or intangible), used in or pertaining to the business of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractCompany Subsidiary.

Material Contracts. (ia) Disclosure Except as set forth on Schedule 3.1(o)(i) contains an accurate 3.14 and complete list except for this Agreement, or any Employee Plan, as of the Contracts to which date hereof, neither the Company nor any of the Company or its Subsidiaries is a party to or bound by which any any: (i) Contract evidencing Indebtedness of the Company or any of its Subsidiaries; (ii) Contract, including Investment Services Contracts, for the sale or provision of goods or services, including investment advisory services, that involved the payment by the Company or any of its Subsidiaries are bound of more than $200,000 in any calendar year; (iii) Contract under which the Company or any of its Subsidiaries is lessee of or holds or operates any real property owned by any other party, including the Leased Real Property; (iv) Contract under which the Company or any of its Subsidiaries is lessor of, or permits any third party to hold or operate, any real property owned, leased or controlled by the Company or any of its Subsidiaries; (v) Contract for joint ventures, strategic alliances, business referrals, partnerships, licensing arrangements (excluding any licensing arrangement that are involved less than $100,000) or involve (each, a “Material Contract”):sharing of profits; (A) Contract for the twenty-five (25) largest customers employment or engagement of the Company in September 2016 based any Person on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base consulting basis providing for annual compensation in excess of $200,000 100,000 annually, (B) Contract that provides for any severance, success bonus, stay bonus, change of control, redemption of equity or other payment or bonus or Seller Expenses which becomes due or is otherwise payable by any Acquired Company, in any calendar year each case solely as a result of the consummation of the transactions contemplated by this Agreement or (iiC) entitles such Contract with a current employee that obligates an Acquired Company to severance; (E) any non-employee sales representative pay severance or sales agent to the extent there has been aggregate other compensation to such non-employee since January 1, 2016 (whether paid or accrued as upon termination of the date hereof) employment in excess of $75,00010,000. (vii) Contracts with non-competition covenants limiting or prohibiting in any material respects any Acquired Company from freely engaging in any line of business or with any Person or in any area; (Fviii) a covenant Contract relating to the acquisition or other restriction that materially limits the ability disposition (by merger, purchase of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment stock or assets or otherwise) by the Company on sixty (60) days’ noticeor any Subsidiary of any business or capital stock of any other Person; (Gix) Contract under which any Acquired Company is the lessee of or holds or operates, in each case, any tangible personal property owned by any other Person (including any equipment, vehicles or other tangible personal property), except, with respect to any Acquired Company, for any lease under which the aggregate annual rental payments do not exceed $100,000 in any calendar year; (x) Contract pursuant to which (A) any director Acquired Company grants to a third party a license to use Company Intellectual Property (excluding non-exclusive licenses granted to its clients, customers or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into vendors in the ordinary course of business business) or plans (B) a third party grants to an Acquired Company a license to any material Intellectual Property, which is used in the Acquired Companies’ businesses as presently conducted, excluding licenses to commercial off-the-shelf software that is made available for a total cost of less than $100,000 or agreements set forth on Disclosure Schedule 3.1(p)(i)annual payments of less than $50,000 per annum; (xi) Contract with any Governmental Entity; (xii) Investment Services Contract which contains a “clawback” or similar undertaking by the Company or any of its Subsidiaries requiring the reimbursement or refund of any fees (other than the refund of prepaid fees under the Investment Services Contract); (Hxiii) the granting of a Lien Contract (other than a Permitted Lien) upon any material assets the Option Plan, the award agreements in respect of Options (which have been made available to Parent), this Agreement and the Company Charter Documents) providing for the issuance, redemption, cancellation, vesting, forfeiture or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating exchange of any capital stock of an Acquired Company; (xiv) Contract pursuant to Indebtedness which an Acquired Company agrees to guarantee the payment of obligations of another Person (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions Contracts entered into in the ordinary course of business); (Kxv) a joint venture Contract (A) to cap fees or partnershipother payments, or (B) to waive expenses or to reimburse or assume fees and expenses, in each case with respect to any Client; (Lxvi) Contract, including any Lease;Investment Services Contract, which contains a “most favored nation” or similar provision, contains non-hire or non-solicitation restrictions that would materially restrict the ability of any Acquired Company to hire employees or grants the exclusive right to sell products or services to, or buy products or services from, any Acquired Company; or (Mxvii) Contract with any Contract between sales agent, representative, broker or similar non-employee third person who is entitled to receive commissions in connection with the provision or resale of any goods or services of the Company or any of its Subsidiaries (other than financial advisors that earn advisory fees as a result of providing advisory services in partnership with the Company or its Subsidiaries). (b) The Contracts set forth on Schedule 3.14, and each Contract entered into following the date of this Agreement and prior to the Closing that would be required to be set forth on Schedule 3.14 if entered into on prior to the date of this Agreement, are collectively referred to herein as the “Material Contracts.” Except as set forth on Schedule 3.14, each Material Contract is legal, valid and binding on the Company or the applicable Subsidiary of the Company and, to the Company’s Knowledge, on the other parties thereto, and is in full force and effect and enforceable in accordance with its terms. Each Material Contract that is an Investment Services Contract is in writing and has been executed by each party thereto. The Company or the applicable Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge Company’s Knowledge, each of the Company, are valid, binding and enforceable against each other party parties thereto, and are in full force and effect. The Company has performed in all material respects all material obligations imposed on required to be performed by it under such each Material Contracts, Contract and neither none of the Company nor or any other party thereto of its Subsidiaries is in material default thereunder, nor has there occurred any event that with notice breach or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination material provision of any Material Contract or, with the giving of notice or (c) the giving of notice and passage of time without a cure would result be, in the impairment material breach or material default of the rights any material provision of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor and to the Company’s Knowledge no other party to such Material Contract is there any pending request in material breach or process for amendment material default of any material provision of such Material Contract. Accurate There are no claims pending, or to the Company’s Knowledge, threatened under any Material Contract (including claims for indemnification). True and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractParent.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of 6.14 lists the following Contracts to which any of the Company or its Subsidiaries iDcentrix is a party or subject or by which any of it is bound (with the Company or its Subsidiaries are bound that are or involve (eachContracts required to be listed on Schedule 6.13, a the “iDcentrix Material ContractContracts”): (Ai) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueeach employment, agency, collective bargaining or consulting Contract; (ii) each Contract (A) with any Insider or (B) between or among any Insiders relating in any way to iDcentrix; (iii) each lease of real or personal property with aggregate annual payments in excess of $100,000; (iv) each Contract for the sale of any capital assets; (v) each Contract for capital expenditures in excess of $100,000; (vi) each Contract relating to the borrowing of money or to mortgaging, pledging or otherwise placing an Encumbrance on any of the assets of iDcentrix; (vii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by iDcentrix other than in the Ordinary Course of Business; (viii) each Contract relating to any surety bond or letter of credit required to be maintained by iDcentrix; (ix) each Contract that contains or provides for an express undertaking by iDcentrix to be responsible for consequential damages in excess of $100,000; (x) each Contract providing for the development of any products, Software or Intellectual Property Rights or the delivery of any services by, for or with any third party in excess of $100,000; (xi) each Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit iDcentrix from freely engaging in business anywhere in the world or prohibiting the solicitation of the employees or contractors of any other entity; (xii) each Contract pertaining to confidentiality or non-customer disclosure; (xiii) each Contract with terminable by any Governmental Authority other party upon a change of control of iDcentrix or upon the failure of iDcentrix to satisfy financial or performance criteria specified in such Contract, which if terminated would have a Material Adverse Effect on the Business; (xiv) each stock purchase, stock option and stock incentive plan (other than Network Agreementsa Plan); (Cxv) each Network Agreement;power of attorney that is currently in effect; and (Dxvi) any each other Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are iDcentrix not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course Ordinary Course of business Business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business business, financial condition, results of the Company, except operations or prospects of iDcentrix taken as otherwise listed in response to clauses (A) through (P) abovea whole. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii)Each iDcentrix Material Contract is valid and binding, all Material Contracts are valid, binding currently in force and enforceable against the Company in accordance with their terms andits terms, subject to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effectRemedies Exception. The Company iDcentrix has performed all material obligations imposed on required to be performed by it in connection with each iDcentrix Material Contract, except where such non-performance would not have a Material Adverse Effect. iDcentrix has not received any notice of any claim of default by it under such or termination of any iDcentrix Material ContractsContract. iDcentrix does not have any present expectation or intention of not fully performing any obligation pursuant to any iDcentrix Material Contract, and neither the Company nor any other party thereto there is in material default thereunderno breach, nor has there occurred any event that with notice anticipated breach or lapse of time, or both, (a) would constitute a material default by the Company iDcentrix or, to the Knowledge of the CompanyiDcentrix, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such iDcentrix Material Contract.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains an accurate 5.17 is a true, correct and complete list of the following Contracts (the “Material Contracts”) to which any of the Company or its Subsidiaries Seller is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”):party: (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (Da) any Contract with any current employee (or group of related Contracts) that either (i) provides base compensation involves a commitment by Seller in excess of $200,000 in any calendar year 25,000 per annum or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) under which Seller could receive in excess of $75,000; (F) 25,000 per annum, in each case which has a covenant or other restriction that materially limits the ability term in excess of the Company to conduct its business, including non-solicitation, non-competition one year and most-favored nation pricing restrictions, which are is not terminable without payment by at the Company on sixty (60) days’ option of Seller upon no more than 30 days notice; (Gb) any director Contract concerning a partnership or officer of joint venture or investment in or loan to any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))Person; (Hc) the granting any Contract (or group of a Lien (other than a Permitted Lienrelated Contracts) upon any material assets of the Company or its Subsidiariesunder which it has created, incurred, assumed, or a loan agreementguaranteed any indebtedness for borrowed money, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))capitalized lease obligation; (Id) the acquisition any Contract under which Seller has advanced or loaned any amount to any of an equity interest inits current or former directors, officers, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013employees; (Je) indemnification any Contract under which Seller has advanced or loaned any amount to any other Person; (f) any Contract under which Seller agreed to limit its ability to compete in any line of business, to conduct business in any location, to solicit or conduct business with any Person, or to hire any individual or group of individuals; (g) any Contract obligating Seller to maintain the confidentiality of another Person’s information; (h) any Contract binding another Person to maintain the confidentiality of Seller’s information; provided, however, that any confidentiality agreements entered into by other Persons who expressed interest in acquiring Seller shall not be disclosed or provided to Buyer; (i) any Contract for the employment or independent contractor status of any Person individual on a full-time, part-time, consulting, or other basis other than agreements with respect to losses relating the professional advisors advising Seller in this Transaction for which Purchaser shall have no liability; (j) any Contract providing for the acquisition or disposition of capital assets of Seller in excess of $25,000; (k) any Contract providing for rebates or other contingent payments by Seller in excess of $25,000; (l) any Contract containing material indemnification obligations of Seller to any current or former business of the Company (Person, other than standard indemnification provisions entered into product warranties issued to customers in the ordinary course of business);; and (K) a joint venture or partnership; (Lm) any Lease; (M) any Contract between the Company Contract, amendment, or any Subsidiary of the Company, on the one hand, and any Seller supplement that individually or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course aggregate, amounts to a material change to the terms of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 payment practices with respect to existing Contracts relating to a non-de minimis portion (where not already set forth on Disclosure Schedule 3.1(o)(i)); (Oby dollar value or number of customers or number of suppliers) all Contracts under which the Company is lessee of Seller’s accounts receivable or holds, uses or operates any tangible property (other than real property) accounts payable. With respect to each such Material Contract that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses an Assumed Contract: (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii)such Material Contract is in full force and effect and is legal, all Material Contracts are valid, binding on, and enforceable in all material respects against Seller, and to the Company in accordance with their terms andKnowledge of Seller, all other parties thereto; and (B) neither Seller, nor, to the Knowledge of the CompanySeller, are valid, binding and enforceable against each any other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material breach or default thereunderof such Material Contract, nor and no event has there occurred any event that with notice or lapse of time, or both, (a) time would constitute a material breach or default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew permit termination, modification, or acceleration under such Material Contract. Schedule 5.2 includes a description of any consents or approvals required of third parties under the terms of any of such Material Contracts for the consummation of the transactions contemplated by this Agreement. A true, correct, and complete copy of each written, and a description of each oral, Material Contract that is an Assumed Contract so listed has been delivered to Purchaser or its counsel.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list 3.10 lists each of the following Pipeline Contracts to which any of the Company or its Subsidiaries EWD is a party or by which any of the Company is otherwise bound (such Contracts, together with all Contracts listed or its Subsidiaries are bound that are or involve (each, a otherwise disclosed in Schedule 3.11(b) being “Material ContractContracts”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (Ci) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation involving aggregate consideration in excess of $200,000 50,000 annually and which, in any calendar year each case, cannot be cancelled by EWD without penalty or without more than ninety (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (6090) days’ notice; (Gii) any director or officer each Contract that requires EWD to purchase its total requirements of any Sellerproduct or service from a third party or that contain “take or pay” provisions; (iii) each Contract that provides for the indemnification by EWD of any Person or the assumption by EWD of any Tax, environmental or other Liability of any Person, other than any Contract (A) that provides for indemnification or the Companyassumption of any Liability that is not reasonably likely to exceed $5,000 or (B) that provides for indemnification and is for standard, off-the Company’s Subsidiaries shelf software or similar products; (iv) each Contract that relates to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course stock, sale of business assets or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)otherwise); (Hv) the granting of a Lien each Contract with employees, independent contractors or consultants (other or similar arrangements) which is not cancellable without material penalty or without more than a Permitted Lienninety (90) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))days’ notice; (Ivi) the acquisition except for Contracts relating to trade receivables, each Contract relating to indebtedness (including, without limitation, guarantees) of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013EWD; (Jvii) indemnification of each Contract with any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business)Governmental Authority; (Kviii) a joint venture each Contract that limits or partnershippurports to limit the ability of EWD to compete in any line of business or with any Person or in any geographic area or during any period of time; (Lix) each Contract that provides for any Leasejoint venture, partnership or similar arrangement; (Mx) any each Contract between the Company or any Subsidiary of the Companyamong EWD, on the one hand, and any Seller Parent or any Affiliate of any SellerParent, on the other hand (including any Network Underlying Rights) (other than employmenthand, equity, indemnification that will not be terminated or service agreements entered into in the ordinary course of business consistent with past practice)expire prior to Closing; (Nxi) each Contract with any customer Contract involving an indefeasible right of use union or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i));that is a collective bargaining agreement; and (Oxii) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) each Pipeline Easement that is owned by a Contract and is on or across federal, state or local public lands; provided, however, Schedule 3.10 is not required to list any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and Pipeline Easement that is material a Material Contract unless required pursuant to the business of the Company, except as otherwise listed in response to clauses this clause (A) through (P) abovexii). (iib) Except as set forth Each Material Contract is valid and binding on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company EWD in accordance with their its terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under such Material ContractsNeither EWD nor, and neither the Company nor to EWD’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material default thereunderrespect, nor or has there provided or received any notice of any intention to terminate, any Material Contract. To EWD’s Knowledge, no event or circumstance has occurred any event that that, with notice or lapse of time, time or both, (a) would constitute a material an event of default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of under any Material Contract or (c) would result in a termination thereof or would cause or permit the impairment of the rights of the Company under any Material Contract; nor has the Company acceleration or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment changes of any Material Contractright or obligation or the loss of any benefit thereunder. Accurate Complete and complete correct copies of each written Material Contract (including all modifications, amendments and written summaries of the terms of any oral Material Contractsupplements thereto and waivers thereunder) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (ia) Section 3.12(a) of the Company Disclosure Schedule 3.1(o)(i) contains an accurate Letter sets forth a true, correct and complete list of each of the following Contracts to which any of the Company is a party, or by which the Company or its Subsidiaries is a party or by which any of its tangible or intangible assets is bound, excluding for this purpose, any purchase orders submitted by customers to the Company or its Subsidiaries are bound that are or involve purchase orders submitted by the Company to any supplier, in each case, in the ordinary course of business (each, a “Material Contract” and collectively, the “Material Contracts”): (Ai) each Contract pursuant to which the twenty-five Company currently leases or subleases real property to or from any Person; (25ii) largest customers each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) pursuant to which the Company currently leases personal property to or from any Person providing for lease payments in excess of $250,000 per annum; (iii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) with any Significant Supplier; (iv) each Contract that involves a payment or receipt of amounts of more than $250,000 in the aggregate, calculated based on the revenues of the Company (i) that actually occurred in September 2016 based the twelve (12)-month period ended November 30, 2020; and (ii) that cannot be terminated by the Company on the dollar amount of invoiced monthly recurring revenue; less than ninety (B90) any non-customer Contract with any Governmental Authority days’ prior notice (other than Network Agreementswithout a monetary penalty); (Cv) each Network Agreement; Contract pursuant to which (DA) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee license, covenant not to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1▇▇▇, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant release, waiver, option or other restriction that materially limits the ability right is granted under any material Company IP, other than nonexclusive licenses or nonexclusive sublicenses of any Company IP granted by the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into customers in the ordinary course of business consistent with past practice on standard terms and conditions or plans (B) any Person has granted to the Company any license, covenant not to ▇▇▇, release, waiver, option or agreements set forth other right under any Intellectual Property Rights to the Company that is material to the Company’s business, other than nonexclusive licenses for uncustomized, off-the-shelf Software for less than $75,000 annually or in the aggregate that have been granted on Disclosure Schedule 3.1(p)(i))standardized, generally available terms; (Hvi) all management contracts (excluding Contracts for employment) and contracts with other consultants, including any contracts involving the granting payment of a Lien (royalties or other than a Permitted Lien) amounts calculated based upon any material assets the revenues or income of the Company or its Subsidiaries, income or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating revenues related to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in any product of the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))Company; (Ivii) each Contract concerning the acquisition establishment or operation of an equity interest ina partnership, strategic alliance, joint venture, limited liability company or similar agreement or arrangement; (viii) each Contract entered into at any time prior to the Execution Date pursuant to which the Company acquired another operating business; (ix) each Contract that contains a put, call, right of all first refusal, right of first offer or substantially all of similar right pursuant to which the Company could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business of, of any other Person entered into on or after January 1, 2013Person; (Jx) indemnification each Contract evidencing financial or commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (xi) each Contract containing any standstill or similar agreement pursuant to which a Person has agreed not to acquire assets or securities of another Person; (xii) each Contract that prohibits the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company, the pledging of the capital stock or other equity interests of the Company or the incurrence of indebtedness by the Company; (xiii) (A) each Contract that limits or purports to limit, directly or indirectly, the freedom of the Company (or, after the Closing, Parent or any of its Subsidiaries) to compete in any line of business or with any Person or engage in any line of business within any geographic area, or restricts, directly or indirectly, the Company’s (or, after the Closing, Parent or its Subsidiaries’) ability to solicit or hire any Person or solicit business from any Person; and (B) each Contract that, by its express terms, could require the disposition of any Person with respect to losses relating to any current material assets or former line of business of the Company (or, after the Closing, Parent or its Subsidiaries); provided, that customary confidentiality obligations, use restrictions, and non-solicitation and no-hire provisions contained in standard form confidentiality agreements and other Contracts will not alone require a Contract to be disclosed pursuant to clause (A) above; (xiv) each Contract that relates to the direct or indirect acquisition or disposition of any securities, capital stock or other similar interests, assets or business (whether by merger, sale of stock, sale of assets or otherwise); (xv) each Contract obligating the Company to purchase or otherwise obtain any product or service exclusively from a single third party or granting any third party the exclusive right to develop, market, sell or distribute any of the Company’s products or services; (xvi) each Contract creating indebtedness for borrowed money or guaranteeing any such obligations; (xvii) each Contract creating or granting a material Lien on any assets of the Company, other than standard indemnification provisions entered into purchase money security interests in connection with the acquisition of equipment in the ordinary course of business)business consistent with past practice; (Kxviii) a joint venture or partnershipeach Contract containing covenants requiring the Company to make material capital expenditures; (Lxix) each Contract with current or former officers, directors or employees of the Company, in each case in respect of which the Company has any Lease(A) ongoing base compensation obligations in excess of $150,000 on an annual basis; or (B) indemnification obligations; (Mxx) any each Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller director or officer of the Company or any Affiliate Person beneficially owning (5%) or more of the outstanding Company Common Stock of any Sellerof their respective Affiliates, on the other hand (including any Network Underlying Rights) (other than hand, in each case, excluding Contracts for employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (Nxxi) each Contract related to any customer Contract involving an indefeasible right settlement of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))any proceeding; (Oxxii) all Contracts under which each Contract providing for indemnification or any guarantee by the Company is lessee of any Person or holds, uses pursuant to which any indemnification or operates any tangible property guarantee obligations of the Company remain outstanding (excluding indemnification obligations in respect of representations and warranties and covenants that survive indefinitely or for periods equal to a statute of limitations and excluding obligations to indemnify directors and officers or other than real propertyindividuals performing similar functions pursuant to the Transaction Documents) that is owned by any other Person, other than such Contracts entered into in or otherwise survive as of the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))Execution Date; (Pxxiii) all Contracts (each collective bargaining agreement or Contract with any union, staff association, works council or other than customer Contracts) under which agency or representative body certified or otherwise recognized for the Company is lessor purposes of or permits any third party bargaining collectively with respect to hold, use or operate any tangible property (other than real property) owned or controlled by Employees of the Company, except for any ; (xxiv) each Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000consequences of a default, non-renewal or termination would reasonably be expected to have a Material Adverse Effect; orand (Qxxv) each Contract between the Company or any agreement not made in of its Subsidiaries, on the ordinary course of business one hand, and that is material to the business any member of the CompanySERES Group and any of its Predecessors or their respective Affiliates, except as otherwise listed in response to clauses (A) through (P) aboveon the other hand. (iib) Except as set forth on Disclosure Schedule 3.1(o)(ii)The Company has previously delivered to, all or made available to, Parent current and complete copies of each written Material Contracts are Contract and a written description of each oral Material Contract. Each Material Contract is valid, binding and enforceable against the Company in accordance with their terms Company, and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to To the Knowledge of the Company, there is no breach or violation of, or default under, any other party such Material Contract by the Company and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by the Company or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Knowledge of the Company, no counterparty to any Material Contract is in breach or violation thereof. (bc) would allow The Company has not altered or give rise amended any Material Contract in response to the limitationCOVID-19, revocation, modificationand no counterparty to any Material Contract has sought to, or termination of threatened in writing to, renegotiate any Material Contract or (c) would result in the impairment of the rights of the Company threatened non-performance under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described , in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contracteach case, nor is there any pending request or process for amendment as a result of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material ContractCOVID-19.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i3.11(a) contains an accurate and complete list of lists all Contracts relating directly to the Contracts Company or the Business to which Company or Seller is a party and which falls within any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve following categories (each, each a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either ): (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are material Contracts not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business pursuant to which annual payments to or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of from the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 50,000 are, or are reasonably anticipated to become, due and payable pursuant to the terms of such Contract; (ii) leases of real property (excluding the “Tangible Property Leases”lease for the property located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇); (iii) Contracts relating to any outstanding commitment for capital expenditures in excess of $50,000; (where not already iv) indentures, mortgages, promissory notes, loan agreements, guarantees, letter of credit or other agreements or instruments of Company or commitments for the borrowing or the lending by Company of amounts in excess of $50,000 or providing for the creation of any charge, security interest (excluding a security interest that is a Purchase Money Security Interest), encumbrance or lien upon any of the assets of the Company; (v) any non-competition agreement or any other agreement or obligation that purports to limit in any respect the manner in which, or the localities in which, the Business may be conducted; (vi) any Contract that would prohibit or materially delay the consummation of the Transactions; (vii) any Contract with any Affiliate; (viii) any contract with a customer of the Business with revenues of greater than $300,000 over the twelve month period immediately preceding the date hereof or anticipated in the twelve month period following the date hereof; and (ix) any contract with a supplier to the Business with expenses payable of greater than $150,000 over the twelve months period immediately preceding the date hereof or anticipated in the twelve month period following the date hereof. (b) Except as set forth on Disclosure in Schedule 3.1(o)(i3.11(b)); (P) all , each of the Material Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made were entered into in a bona fide transaction in the ordinary course of business and that is material to the business of the Companylegal, except as otherwise listed valid, binding and enforceable upon Company or Seller and in response to clauses full force and effect and there is not under any Material Contract: (A) through any existing uncured material breach or default by Company or Seller or, to Seller’s Knowledge, by any other party thereto, or (PB) aboveany event which, after notice or lapse of time or both, would constitute a material default by Seller or Company or, to Seller’s Knowledge, by any other party, or result in a right to accelerate or terminate or result in a loss of any material rights of Company or Seller. (c) Except as provided in Schedule 3.11(c), (i) there is no Contract (not to compete or otherwise), commitment, judgment, injunction, order or decree to which Company is a party or otherwise binding upon Company which has or may have the effect of prohibiting the Transactions or impairing the material assets of the Company or the value thereof in any material respect and (ii) Company has not entered into any Contract that materially restricts the providing of services related to the Business or otherwise materially restricts the conduct of the Business. (d) Except as set forth on Disclosure Schedule 3.1(o)(ii3.11(d), all Material Contracts are validneither this Agreement nor the Transactions contemplated by this Agreement, binding and enforceable against including the Company in accordance with their terms andassignment to Seller, to the Knowledge by operation of the Companylaw or otherwise, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material of any Contracts, and neither the Company nor any other party thereto is in material default thereunderwill result, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract, in (i) have been made available Buyer or Company granting to Buyer. The Company has not received any notification that third party any party right to a Material Contract intends or with respect to cancel, terminate, materially modifyany Intellectual Property owned by, or refuse to perform such Material Contractlicensed to, Buyer or Company, (ii) Buyer or Company being bound by, or subject to, any written notification non-compete or other restriction on the operation or scope of the Business, or (iii) Buyer or Company being obligated to pay any royalties or other amounts, that a individually or in the aggregate would be material, to any third party intends to refuse renew such Material Contractin excess of those payable by Seller upon Closing.

Material Contracts. (a) Schedule 4.11 lists all of the following Contracts to which the Company is a party as of the date hereof: (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of the Contracts any Contract related to which any of the Company or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueIndebtedness; (Bii) any non-customer Contract with any Governmental Authority (joint venture, partnership or other arrangement involving a sharing of profits involving the Company, other than Network Agreements); (C) each Network the LLC Agreement; (Diii) any Contract for the acquisition, sale or lease of properties or assets with a value in excess of $1 million other than sales of properties or inventories in the Ordinary Course of Business; (iv) any Contract (A) restricting any right of the Company to compete with any Person or in any line of business or geographic area or during any period of time or (B) restricting any right of the Company to sell to or purchase from any Person, or that grants the other Person “most favored nation” status or exclusivity, other than the Legacy Affiliate Agreements; (v) any Contract or group of related Contracts for capital expenditures in excess of $1 million for any single project or related series of projects; (vi) any Contract with any current employee that either (i) provides base compensation customer or advertiser under which the Company received revenues in excess of $200,000 in any calendar year or (ii) entitles such employee to severance1 million during the last year; (Evii) any non-employee sales representative or sales agent to services Contract involving payments by the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) Company in excess of $75,0001 million during the last year; (Fviii) any Contract which evidences a covenant “trade” or other restriction that materially limits the ability of “barter” transaction in which the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by would receive goods or services from the Company on sixty (60) days’ noticecustomer or vendor in exchange for furnishing goods or services after the date of this Agreement; (Gix) any director Contract providing for material indemnification rights or officer obligations to or from any Person (excluding indemnities contained in agreements for the purchase, sale or license of any Seller, the Company, the Company’s Subsidiaries products or any of their Affiliates (other than employment agreements with such Persons services entered into in the ordinary course Ordinary Course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(iBusiness)), other than the LLC Agreement; (Hx) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness Legacy Affiliate Agreement and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business ofLLC Agreement, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person Contract with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on Seller or any director or officer of the other hand Company; (including any Network Underlying Rightsxi) all Legacy Affiliation Agreements (other than employment, equity, indemnification Legacy Affiliation Agreements between the Company and Purchaser or service agreements entered into in any of its Newspaper Affiliates) and similar affiliation Contracts for the ordinary course sale of business consistent the Company’s products and services with past practice)any Person that is not an Affiliate of Purchaser or any Seller; (Nxii) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))with any Governmental Entity; (Oxiii) all Contracts under which any Contract with employees of or consultants to the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent involves a commitment for annual consideration with past practice and not a value in excess of $100,000 (250,000 that cannot be terminated by the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))Company without liability upon prior notice of 30 days or less; (Pxiv) all Contracts (any other than customer Contracts) under which Contract that involves annual commitments in excess of $1 million that cannot be terminated by the Company without penalty upon prior notice of 30 days or less. (b) As of the date hereof, each of the Leases and Contracts listed or required to be listed on Schedules 4.11, 4.12, 4.13(e)(1) or 4.13(e)(2) (collectively, the “Material Contracts”) constitutes a valid and binding obligation of the Company (except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at Law)), and is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Companyin full force and effect, except for any Contract under which where the aggregate annual rental payments do not exceed $100,000 failure to be in full force and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made effect would not, individually or in the ordinary course of business and that is aggregate, reasonably be expected to be material to the business of Business or the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to . To the Knowledge of the Company, are validas of the date hereof, binding no event has occurred and enforceable against each no condition or state of facts exists which, with the passage of time or the giving of notice or both, would constitute any default or breach by the Company or any other party thereto, and are except for such breaches, defaults, events or conditions that would not, individually or in full force and effect. The Company has performed all the aggregate, reasonably be expected to be material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge Business or the Company. Complete and correct copies of each of the Material Contracts have heretofore been delivered to Purchaser. (c) There are no outstanding powers of attorney executed on behalf of the Company, any other party thereunder, . (bd) would allow or give rise Schedule 4.11(d) sets forth (i) a list of each Seller’s 20 largest advertising customers with respect to the limitationBusiness and (ii) all “major accounts” or “national accounts” of c▇▇▇.▇▇▇ as provided under the Legacy Affiliate Agreements, revocation, modification, or termination of any Material Contract or (c) would result in the impairment each case as of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractdate hereof.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains an accurate 5.17 is a true, correct and complete list of the following Contracts (the “Material Contracts”) to which any of the Company or its Subsidiaries Seller is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”):party: (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (Da) any Contract with any current employee (or group of related Contracts) that either (i) provides base compensation involves a commitment by Seller in excess of $200,000 in any calendar year 25,000 per annum or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) under which Seller could receive in excess of $75,000; (F) 25,000 per annum, in each case which has a covenant or other restriction that materially limits the ability term in excess of the Company to conduct its business, including non-solicitation, non-competition one year and most-favored nation pricing restrictions, which are is not terminable without payment by at the Company on sixty (60) days’ option of Seller upon no more than 30 days notice; (Gb) any director Contract concerning a partnership or officer of joint venture or investment in or loan to any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))Person; (Hc) the granting any Contract (or group of a Lien (other than a Permitted Lienrelated Contracts) upon any material assets of the Company or its Subsidiariesunder which it has created, incurred, assumed, or a loan agreementguaranteed any indebtedness for borrowed money, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))capitalized lease obligation; (Id) the acquisition any Contract under which Seller has advanced or loaned any amount to any of an equity interest inits current or former directors, officers, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013employees; (Je) indemnification any Contract under which Seller has advanced or loaned any amount to any other Person; (f) any Contract under which Seller agreed to limit its ability to compete in any line of business, to conduct business in any location, to solicit or conduct business with any Person, or to hire any individual or group of individuals; (g) any Contract obligating Seller to maintain the confidentiality of another Person’s information; (h) any Contract binding another Person to maintain the confidentiality of Seller’s information, including, without limitation, any confidentiality agreements entered into by other Persons who expressed interest in acquiring Seller and were provided confidential information for review; (i) any Contract for the employment or independent contractor status of any Person with respect to losses relating individual on a full-time, part-time, consulting, or other basis; (j) any Contract providing for the acquisition or disposition of assets of Seller in excess of $25,000; (k) any Contract providing for rebates or other contingent payments by Seller in excess of $25,000; (l) any Contract containing material indemnification obligations of Seller to any current or former business of the Company (Person, other than standard indemnification provisions entered into product warranties issued to customers in the ordinary course of business);; and (K) a joint venture or partnership; (Lm) any Lease; (M) any Contract between the Company Contract, amendment, or any Subsidiary of the Company, on the one hand, and any Seller supplement that individually or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course aggregate, amounts to a material change to the terms of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 payment practices with respect to existing Contracts relating to a non-de minimis portion (where not already set forth on Disclosure Schedule 3.1(o)(i)); (Oby dollar value or number of customers or number of suppliers) all Contracts under which the Company is lessee of Seller’s accounts receivable or holds, uses or operates any tangible property (other than real property) accounts payable. With respect to each such Material Contract that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses an Assumed Contract: (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii)such Material Contract is in full force and effect and is legal, all Material Contracts are valid, binding on, and enforceable in all material respects against Seller, and to the Company in accordance with their terms andKnowledge of Seller, all other parties thereto; and (B) neither Seller, nor, to the Knowledge of the CompanySeller, are valid, binding and enforceable against each any other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material breach or default thereunderof such Material Contract, nor and no event has there occurred any event that with notice or lapse of time, or both, (a) time would constitute a material breach or default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew permit termination, modification, or acceleration under such Material Contract. Schedule 5.17 includes a description of any consents or approvals required of third parties under the terms of any of such Material Contracts for the consummation of the transactions contemplated by this Agreement. A true, correct, and complete copy of each written, and a description of each oral, Material Contract that is an Assumed Contract so listed has been delivered to Purchaser or its counsel.

Material Contracts. (a) To Sellers' Knowledge, the Company is not bound by: (i) Disclosure Schedule 3.1(o)(iany lease (whether of real or personal property) contains an accurate and complete list providing for annual rentals of the Contracts to which any of the Company one hundred thousand dollars ($100,000) or its Subsidiaries is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenuemore; (Bii) any non-customer Contract with any Governmental Authority sales, distribution or other similar agreement providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets of one hundred thousand dollars (other than Network Agreements)$100,000) or more or which extend beyond one year or both; (Ciii) each Network Agreementany agreement for the purchase of materials, supplies, goods, services, equipment or other assets that provides for annual payments by the Company of one hundred thousand dollars ($100,000) or more or which extend beyond one year or both; (Div) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year partnership, joint venture or (ii) entitles such employee to severanceother similar agreement or arrangement; (Ev) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or disposition of all or substantially all any part of the Business (whether by merger, sale of stock, sale of assets or business ofotherwise), any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into for sales of product in the ordinary course of business); (Kvi) a joint venture any agreement that limits the freedom of the Company to compete in any line of business or partnershipwith any Person or in any area or which would so limit the freedom of the Company after the Closing Date; (Lvii) any Lease; (M) agreement with any Contract between present director or officer of the Company or any Subsidiary immediate family member of such person other than as set forth in the Company's certificate of incorporation or bylaws; (viii) loans, on the one handcredits, and financing agreements, promissory notes or other evidences of indebtedness, including all agreements for any Seller commitments for future loans, credit, or any Affiliate of any Sellerfinancing, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice)business; (Nix) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Personguarantees, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))business; (Px) all Contracts (any written employment agreement other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000employment agreements listed on Schedule 3.11; or (Qxi) any agreement not made agreements entered into with the intention that the performance of such agreements would result in the ordinary course of business and that is material a loss to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (iib) Except as set forth on Each agreement, commitment, arrangement or plan disclosed in any Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, or required to be disclosed pursuant to this Section is a valid and binding and enforceable against agreement of the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are is in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and and, to Sellers' Knowledge, neither the Company nor any other party thereto is in default or breach in any material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company respect under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contractsuch agreement, commitment, arrangement or plan. (c) Sellers have been made available delivered to BuyerBuyer true and correct copies of each of the agreements listed on Schedule 3.11. (d) The Asset Purchase Agreement dated as of September 29, 1995 between Pacific Western Extruded Plastics Company, a Washington corporation, ▇▇▇▇▇▇▇ Investment Company, a Washington company, the Company f/k/a MCA Acquiring Company and MCA (the "Acquisition Agreement") is the only agreement between MCA and the Company on the one hand and ▇▇▇▇▇▇▇ Investment Company, on the other hand, relating to the subject matter of Article 7 thereof. The Company Acquisition Agreement has not received any notification that any party to a Material Contract intends to cancelbeen amended, terminatealtered, materially modify, repealed or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractsuperceded.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of the Contracts to which any Section 2.19 of the Company Disclosure Schedule contains a complete and accurate list of all contracts (written or oral), plans, undertakings, commitments or agreements to which the Company or any of its Subsidiaries subsidiaries is a party or by which any of the Company or its Subsidiaries are them is bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereofof this Agreement of the following categories ("Contracts") in excess of $75,000;(other than those listed as exhibits to the Company SEC Reports): (Fa) a covenant or other restriction that materially limits to the ability extent not listed in Section 2.10(a) of the Company Disclosure Schedule, employment contracts, including, without limitation, contracts to conduct its businessemploy executive officers and other contracts with officers, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director directors or officer stockholders of any Seller, the Company, and all severance, change in control or similar arrangements with any officers, employees or agents of the Company’s Subsidiaries Company that will result in any obligation (absolute or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (Hcontingent) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or any of its Subsidiariessubsidiaries 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 a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l))both; (Ii) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into purchase orders issued in the ordinary course of business); (K) a joint venture , Contracts for the purchase of inventory/supplies involving future annual expenditures or partnership; (L) any Lease; (M) any Contract between liabilities of the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not its subsidiaries in excess of $100,000 1,000,000 which are not cancelable (the “Tangible Property Leases”without penalty, cost or other liability in excess of $1,000,000) within one (where not already set forth on Disclosure Schedule 3.1(o)(i)); 1) year and (Pii) all other Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business involving future annual expenditures or liabilities of the CompanyCompany and its subsidiaries in excess of $1,000,000 which are not cancelable (without penalty, except as otherwise listed cost or other liability in response to clauses excess of $1,000,000) within ninety (A90) through (P) above.days; (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for the lending of money in excess of $1,000,000, whether as borrower, lender or guarantor; (d) Contracts (other than Leases) containing covenants limiting the impairment freedom of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received of its subsidiaries or, after the Merger, Parent or any notice regarding the matters described of its subsidiaries, to engage in (a) through (c). There is no pending disagreement any line of business or dispute compete with any person or operate at any location; (e) joint venture or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop any products on behalf of the Company or its subsidiaries; (f) any Contract where the customer under such Contract is a United States federal government and the aggregate amount payable by the customer exceeds $2,000,000; (g) any Contract pending for the acquisition, directly or indirectly (by merger or otherwise) of assets with fair market value or book value in excess of $500,000 (other party to than inventory) or capital stock of another person; and (h) any Material Contract, nor is there any pending request or process for amendment other Contract (other than real property leases) containing "change of any Material Contractcontrol" provisions which would be triggered upon the Merger. Accurate True and complete copies of each the written Material Contract (and written summaries Contracts identified on Section 2.19 of the terms of any oral Material Contract) Company Disclosure Schedule have been made available filed with the SEC as exhibits to Buyerthe Company SEC Reports or delivered to Parent, including, without limitation, all material schedules, exhibits and annexes to such Contracts. The There are no contracts, plans, undertakings, commitments or agreements which are material to the Company has not received any notification that any party other than those listed in Section 2.10(a), 2.16 or 2.19 of the Company Disclosure Schedule or those filed as exhibits to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractthe Company SEC Reports.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of 4.13 lists by category the following Contracts to which any Company is a party or subject or by which it is bound (the “Material Contracts”): (i) all Contracts, that are not terminable upon ninety (90) days’ notice or less without penalty or acceleration of any obligations thereunder, for the purchase of products or services with an undelivered balance obligation in excess of $[*] per year; (ii) all Contracts, that are not terminable upon ninety (90) days’ notice or less without penalty or acceleration of any obligations thereunder, for the sale of products or services with an undelivered balance obligation in excess of $[*] per year; (iii) all Real Property Leases and all leases of personal property (excluding any personal property lease with aggregate annual payments of $[*] or less); (iv) all Contracts for the sale of any capital assets with an undelivered balance obligation in excess of $[*]; (v) all Contracts for capital expenditures with an undelivered balance obligation in excess of $[*]; (vi) all Contracts relating to Indebtedness or to mortgaging, pledging or otherwise placing an Encumbrance on any of the assets of any Company or guaranteeing any of the same; (vii) any other Contract, that is not terminable upon ninety (90) days’ notice or less without penalty or acceleration of any obligations thereunder, in which the aggregate obligation of any Company exceeds $[*] per year; (viii) all Contracts with an owner-operator or with respect to any employee leasing arrangement affecting Rolling Stock (excluding any Contract involving revenues or expenditures of a Company less than $[*]); (ix) all joint venture, acquisition and partnership agreements and other agreements relating to the acquisition by any Company of any operating business or the Ownership Interests of any other Person; (x) all Contracts, that are not terminable upon ninety (90) days’ notice or less without penalty or acceleration of any obligations thereunder, involving revenue or expenditure obligations of a Company in excess of $[*] per year with customers or any other Person for the sharing of fees, the rebating of charges or purchase price or other similar arrangements; (xi) all Contracts, that are not terminable upon ninety (90) days’ notice or less without penalty or acceleration of any obligations thereunder, containing covenants materially restricting the right of the Company to compete in any line of business or its Subsidiaries similarly materially restricting the ability of any Company to conduct business with any Person or in any geographical area; [*] Please refer to footnote 1 on page 1 of this Exhibit 2.5 (xii) all material license agreements granted to any Company by a Person for Intellectual Property Rights (excluding licenses granted to any Company to use retail available, off the shelf computer software); (xiii) all collective bargaining agreements or Contracts with any union to which any Company is a party or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueis bound; (Bxiv) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has such Contracts have not been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued fully performed by any Company as of the date hereof) Closing Date, all employment agreements, consulting, retention, change in excess of $75,000; (F) a covenant control or severance arrangements and all other restriction that materially limits the ability of the Company to conduct its businessContracts, including non-solicitationindemnification agreements, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business officer, director or Business Employee of the any Company, including any contract with any staffing, leasing agency, professional employer organization or other Person providing services to any Company (other than standard indemnification provisions entered into in the ordinary course of businesseach case, excluding such Contracts with owner operators);; and (Kxv) a joint venture all Contracts regarding the terms under which any Company leases or partnership;otherwise contracts for the services of any Business Employees (excluding such Contracts with owner operators). (Lb) any Lease; (M) any The Companies have delivered to Buyer true, complete and correct copies of each Material Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification amendments or service agreements entered into in modifications thereto). Each Material Contract is valid and binding with respect to the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the applicable Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the CompanySellers’ Knowledge, are valid, binding and enforceable against each other party thereto, and are currently in full force and effectenforceable in accordance with its terms with respect to the applicable Company, and, to Sellers’ Knowledge, each other party thereto, subject to the Remedies Exception. The applicable Company party to each Material Contract, and to Sellers’ Knowledge, each other party to each Material Contract, has performed in all material respects all obligations required to be performed by it through the date hereof in connection with each such Material Contract. No Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor received any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of timewritten, or bothto Sellers’ Knowledge, (a) would constitute a oral notice of any claim of material default by the any Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, under or termination of any Material Contract Contract. No Company has any present expectation or (c) would result in the impairment intention of the rights of the Company under not fully performing any material obligation pursuant to any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There , and there is no pending disagreement material breach, anticipated material breach or dispute with material default by any Company or, to Sellers’ Knowledge, any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contract.

Material Contracts. (i) Disclosure Schedule 3.1(o)(i) contains an accurate and complete list of Except for the Contracts to which any of listed in Schedule 3.1(30) (the Company or its Subsidiaries ”Material Contracts”), the Corporation is not a party to or by which any of the Company or its Subsidiaries are bound that are or involve (each, a “Material Contract”):by: (Aa) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenueany distributor, sales, advertising, agency or manufacturer’s representative Contract; (Bb) any continuing Contract for the purchase of materials, supplies, equipment or services involving more than $10,000 over the life of the Contract; (c) any Debt Instrument or any currency exchange, interest rate, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally acceptable accounting principles; (d) any Contract for capital expenditures in excess of $10,000; (e) any Contract under which the Corporation is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (f) any confidentiality, secrecy or non-disclosure Contract (whether the Corporation is a beneficiary or obligor thereunder) relating to any proprietary or confidential information; (g) any non-customer competition, non-solicitation or similar Contract with limiting the freedom of the Corporation to compete in any Governmental Authority (other than Network Agreements)line of business or any geographic area, acquire or sell goods or services or establish the prices for its goods or services; (Ch) each Network any Contract that expires, or may expire if the same is not renewed or extended at the option of any Person other than the Corporation, more than one (1) year after the date of this Agreement; (Di) any commitment for charitable contributions; (j) any material quotations, orders or tenders for Contracts which remain open for acceptance; (k) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment entered into by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (Corporation other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Ql) any agreement not made in the ordinary course of business and Contract that is material to the business Business. True and complete copies of all the Company, except as otherwise Material Contracts listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii3.1(30), all including any amendments to those Material Contracts, have been made available to the Purchaser for inspection. The Material Contracts are valid, binding and enforceable against the Company listed in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and Schedule 3.1(30) are in full force and effect. The Company has performed all material obligations imposed effect and in good standing with no amendments except as disclosed in Schedule 3.1(30) and there are no outstanding defaults or violations under any of those Material Contracts on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse part of time, or both, (a) would constitute a material default by the Company Corporation or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination knowledge of any Material Contract or (c) would result in Active Shareholder, on the impairment part of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any of those Material ContractContracts. Except as disclosed in Schedule 3.1(30), nor is there any are no current or pending request negotiations with respect to the renewal, repudiation or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to BuyerContracts listed in Schedule 3.1(30). The Company Corporation has not received any notification that any party to a Material Contract intends to cancelthe capacity, terminateincluding the necessary personnel, materially modifyequipment and supplies, or refuse to perform such its obligations under the Material Contract, or any written notification that a party intends to refuse renew such Material ContractContracts.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i4.8(a) contains an accurate and complete list lists or describes, by the categories set forth below, each of the following Contracts to which any of the Company or its Subsidiaries is a party or by which any of the Company its assets or its Subsidiaries properties are bound that are or involve (eachsuch Contracts to be so listed, a “Material ContractContracts”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000;: (Fi) a covenant any Contract calling for payment or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment receipt by the Company of more than $100,000 in calendar year 2015 or thereafter, and which cannot be cancelled by the Company without payment or penalty on sixty (60) not more than 90 days’ notice; (Gii) any director or officer of any Seller, the Company, the Company’s Subsidiaries Contract relating to outstanding Indebtedness or any of their Affiliates (guarantee, performance, bid or completion bond, or surety or indemnification agreement or similar Contract other than employment agreements with such Persons entered into prepayments, deposits or trade credit made or provided in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i))the Company’s business; (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (Liii) any Real Property Lease; (Miv) any Servicing Agreement; (v) any Contracts under which the Company is lessee of or holds or operates any tangible property (other than real property), owned by any other Person with remaining payments in excess of $25,000 annually; (vi) any Contract between for the Company sale or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate purchase of any Sellerreal property, on or for the other hand sale or purchase of any Tangible Personal Property in an amount in excess of $100,000 (including any Network Underlying Rights) (other than employmentexcept for Mortgage Loans, equity, indemnification Pipeline Mortgage Loans or service agreements entered into sales of Mortgaged Property in the ordinary course of business consistent with past practice); (Nvii) any customer Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of equity interests, sale of assets, outsourcing or otherwise); (viii) any joint venture, partnership, strategic alliance, teaming, cooperation or similar Contract involving an indefeasible a sharing of profits or losses or Liabilities or any Contract that relates to the formation, creation, operation, management or control of any Person; (ix) any Contract for any period of time whatsoever, or in regard to the employment, or restricting the employment, of any officer or employee on a full-time, part-time, consulting or other basis providing annual base salary and guaranteed bonus in excess of $100,000; (x) any Contract between the Company or any of its Affiliates, on the one hand, and Seller or any of its shareholders, on the other hand; (xi) any License Agreement under which the Company receives or grants any rights with respect to Intellectual Property Rights or any option relating thereto (excluding licenses for off-the-shelf software that is generally commercially available with license and related fees of less than $25,000 annually); (xii) any Contract that limits or purports to limit (or that following could reasonably be expected to limit) the ability of the Company, Buyer or any of their respective Affiliates (A) to compete in any line of business, with any Person, in any geographic area or during any period of time or (B) to solicit any customers or employees; (xiii) any Contract that grants any right of use first refusal or right of first offer or similar right to use dark third parties or lit Network Fiber involving an annual payment that limits or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i))purports to limit the ability of the Company or any of its Affiliates in any material respect to pledge, sell, transfer or otherwise dispose of any assets; (Oxiv) all Contracts under which any Contract that contains any exclusivity restriction or a “most favored nation” clause obligating the Company is lessee or its Affiliates to change the material terms and conditions of such Contract or holdsagreement based on better terms or conditions provided to other parties in similar Contracts; (xv) each of the Financing Facilities; (xvi) any hedging, uses swap, derivative or operates similar Contract; (xvii) any tangible property Contract for the purchase or sale of Mortgage Loans; (other than real propertyxviii) that is owned by any other Person, other than such Contracts nondisclosure agreement or confidentiality agreement or similar Contract entered into in outside the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i))business; (Pxix) all Contracts (any settlement agreement, assurance of discontinuance, consent agreement, or memorandum of understanding with any Governmental Authority, and any other than customer Contracts) under which the Company is lessor of or permits Contract entered into with any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000Governmental Authority; orand (Qxx) any agreement not made in the ordinary course of business and other Contract that is material to the business of the Company, except taken as otherwise listed in response to clauses (A) through (P) abovea whole. (iib) Seller has made available to Buyer correct and complete copies of each Material Contract (including all modifications, amendments, supplements, annexes and schedules thereto and written waivers thereunder). Subject only to the effect, if any, of applicable Bankruptcy and Equity Exceptions, each Material Contract is valid and binding on the Company and, to the actual knowledge of Seller without inquiry, the other counterparties thereto, and to the actual knowledge of Seller without inquiry, is in full force and effect and enforceable against the other counterparties thereto in accordance with its terms. Except as set forth on Disclosure Schedule 3.1(o)(ii4.8(b), all Material Contracts are valid, binding and enforceable against neither the Company in accordance with their terms andnor, to the Knowledge of the CompanySeller, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto to any such Material Contract is in material breach of, or default thereunderunder, nor any such Material Contract. Since December 31, 2013, no event has there occurred any that could reasonably be expected to constitute a breach or default (or an event that which with notice or lapse of timetime or both would become a default) under any such Material Contract by the Company, or both, (a) would constitute a material default by the Company or, to the Knowledge of the CompanySeller, by any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyercounterparty thereto. The Company has not neither given nor received any notification that written notice of a default under any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contracthas not previously been cured.

Material Contracts. (a) As of the date hereof, except as disclosed in Section 2.9 of the Seller Disclosure Letter, none of the Acquired Companies is a party to or bound by: (i) Disclosure Schedule 3.1(o)(iany mortgage, indenture, loan or credit agreement, security agreement, or other agreement relating to outstanding Indebtedness (whether incurred, assumed, guaranteed or secured by any asset); (ii) any third party joint venture, partnership, limited liability company or other similar agreements or arrangements; (iii) any contract for the employment of any officer, individual employee or other Person on a full-time or part-time basis, other than offer letters for employment at-will, or relating to loans to officers, directors or Affiliates; (iv) other than in respect of Investment Assets, any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business, capital stock or all or substantially all of the assets of any other Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise), in any such case having a value in excess of $75,000 which agreement or series of related agreements contemplates future performance or has continuing obligations after the date hereof; (v) any agreement that (A) materially limits the freedom of any of the Acquired Companies to compete in any line of business or with any Person or in any area or that would so limit the freedom of Buyer or its Affiliates or the Acquired Companies after the Closing or (B) contains an accurate material exclusivity obligations or restrictions binding on the Acquired Companies or that would be binding on Buyer or any of its Affiliates after the Closing; (vi) any agreement or series of related agreements, other than Reinsurance Agreements and complete list any agreement listed in Section 2.24(d) of the Contracts Seller Disclosure Letter, for the purchase of materials, supplies, goods, equipment or other assets that provides for aggregate annual payments by the Acquired Companies of $50,000 or more or under which the Acquired Companies made payments of $50,000 or more during the 12-month period ending on the Balance Sheet Date; (vii) any lease, sublease, license, or rental or use contract for any machinery, equipment, vehicle or other tangible personal property providing for annual rental payments in any case in excess of $75,000 (whether any Acquired Company is lessor, lessee, licensor or licensee); (viii) any sales, distribution, brokerage, agency, producer or other similar agreement providing for the sale by the Acquired Companies of services that provides for aggregate annual payments to the Acquired Companies $150,000 or more or under which payments of $150,000 or more were made to the Acquired Companies during the eleven-month period ending on the Balance Sheet Date; (ix) any agreement relating to any interest rate, derivatives or hedging transaction; or (x) any agreement (including any “take-or-pay” or keepwell agreement) under which any of the Company Acquired Companies has directly or its Subsidiaries indirectly guaranteed any liabilities or obligations of any other Person (in each case other than endorsements for the purpose of collection in the ordinary course of business), in any such case, which, individually, is a party or by which any in excess of $250,000. (b) As of the Company date hereof, (i) each agreement, commitment or its Subsidiaries are bound that are arrangement disclosed in Sections 2.9(a), 2.10(d), 2.11 (solely with respect to license agreements), 2.22 or involve 2.24(d) of the Seller Disclosure Letter (each, a “Material Contract”): (A) the twenty-five (25) largest customers is, or will be, a valid and binding agreement of the applicable Acquired Company (subject to the effects of applicable bankruptcy, clarification, insolvency, fraudulent conveyance, moratorium, sponsorship or other Laws relating to or affecting creditors’ rights generally and to general principles of equity, whether considered at law or in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (Bequity) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation and is in excess of $200,000 in any calendar year or full force and effect, and (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as none of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien (other than a Permitted Lien) upon any material assets of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; Acquired Companies or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the CompanySeller, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in default or breach in any material respect under (or is alleged to be in default thereunderor breach in any material respect under) the terms of, nor or has there provided or received any written notice of any intention to terminate, any such Material Contract, and (iii) to the Knowledge of Seller, no event or circumstance has occurred any event that that, with notice or lapse of time, time or both, (a) would constitute an event of default thereunder or result in a material default by termination thereof or would cause or permit the Company or, acceleration of or other changes of or to any right or obligation or the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination loss of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor benefit thereunder. Seller has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to Buyer a true and correct copy of each Material Contract intends to canceland an accurate description of each of the oral Material Contracts, terminatetogether with all amendments, materially modify, waivers or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractother changes thereto.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(i3.11(a) contains an accurate and a complete list of the Contracts following leases, contracts, commitments and agreements, oral or written (“Contracts”) to which any of the Company or its Subsidiaries any Company Subsidiary is a party or by which any of the Company its assets or its Subsidiaries are bound that are or involve (each, a “Material Contract”):properties is bound: (Ai) the twenty-five (25) largest customers of the Company in September 2016 based all contracts, agreements plans or arrangements required to be listed on the dollar amount of invoiced monthly recurring revenueSchedule 3.16; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (Cii) each Network Agreement; (D) management agreement, operating agreements, services agreement and other agreements pertaining to the operation and maintenance of any Contract Facility with any current employee that either (i) provides base compensation annual payments in excess of $200,000 in 50,000 and that is not terminable by the Company or any calendar year Company Subsidiary within a 90-day period without substantial cost or (ii) entitles such employee to severancepenalty; (Eiii) any non-employee sales representative all collective bargaining or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid other labor or accrued as of the date hereof) in excess of $75,000union contracts or agreements; (Fiv) a covenant or other restriction that materially limits the ability of the Company all instruments relating to conduct its businessIndebtedness, including non-solicitationany note, non-competition and most-favored nation pricing restrictionsbond, which are not terminable without payment by deed of trust, mortgage, indenture or agreement to borrow money, any agreement relating to the Company on sixty (60) days’ notice; (G) any director extension of credit or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates (other than employment agreements with such Persons entered into in the ordinary course of business or plans or agreements set forth on Disclosure Schedule 3.1(p)(i)); (H) the granting of a Lien an Encumbrance (other than a Permitted LienLien within the meaning of clause (f), clause (g), clause (h) upon or clause (i) of the definition thereof), or any material agreement of guarantee in favor of any Person other than the Company; (v) each agreement, commitment or outstanding purchase order relating to capital expenditures that involves total remaining payments by the Company or any Company Subsidiary of more than $25,000 individually or $100,000 in the aggregate; (vi) all agreements relating to the future disposition or acquisition of any interest in any business enterprise (whether through the purchase or sale of assets or stock or by merger, consolidation or other business combination) for a purchase price of more than $50,000; (vii) each contract, agreement or commitment (including any lease for Leased Real Property) which (A) provides for annual aggregate payments to or from the Company or any Company Subsidiary in excess of $25,000 or (B) does not expire or is not terminable without substantial cost or penalty at the option of the Company or its Subsidiaries, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security set forth on Disclosure Schedule 3.1(l)); (I) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company (other than standard indemnification provisions entered into in the ordinary course of business); (K) Subsidiary within a joint venture or partnership; (L) any Lease; (M) any Contract between the Company or any Subsidiary of the Company90-day period, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into excluding purchase orders made in the ordinary course of business consistent with past practice and not contracts; (viii) all contracts or agreements which expressly restrict the ability of the Company or Company Subsidiaries to conduct business of any type or in excess any location; (ix) all material powers of $100,000 attorney; (the “Tangible Property Leases”x) (where not already set forth all licenses or agreements required to be listed on Disclosure Schedule 3.1(o)(i)3.12(c); (Pxi) all Contracts bonus, profit-sharing, compensation, stock option, pension, retirement, deferred compensation, accrued vacation pay, group insurance, welfare agreements or other plans, agreements, trusts or arrangements for the benefit of employees; (other than customer Contractsxii) under which all partnership or joint venture agreements; (xiii) all agreements, arrangements or understandings with any Affiliate of the Company is lessor of or permits any third party to holdCompany Subsidiary; and (xiv) all material agreements, use contracts or operate any tangible property (other than real property) owned or controlled by the Company, except commitments for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) abovecharitable or political contribution. (iib) Except as True, correct and complete copies of the agreements set forth on Disclosure Schedule 3.1(o)(ii3.11(a) have been made available for inspection by Parent prior to the date of this Agreement. All Contracts set forth on Schedule 3.11(a) are in full force and effect. Neither the Company nor any Company Subsidiary, as applicable, is in default in any material respect, has done any act or failed to do any required act which constitutes a default in any material respect, has received written notice of such a default, or has received written notice of an event or occurrence of which with the giving of notice or the lapse of time could constitute a default in any material respect under any covenant or condition under any Contract set forth on or required to be set forth on Schedule 3.11(a), all Material Contracts are valid, binding and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, are valid, binding and enforceable against each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, (a) would constitute a material default by the Company or, to the Knowledge of the Company, any other party thereunder, (b) would allow or give rise to the limitation, revocation, modification, or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has the Company or any Subsidiary received any notice regarding the matters described in (a) through (c). There is no pending disagreement or dispute with any other party to any Material Contract, nor such Contract is there in default in any pending request or process for amendment of any Material Contract. Accurate and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractmaterial respect thereunder.

Material Contracts. (ia) Disclosure Schedule 3.1(o)(iSection 3.16(a) contains an accurate and complete list of the Contracts to which any of the Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts (other than any Company Employee Benefit Plans and excluding purchase orders, statements of work and similar commercial documents issued in the ordinary course under and not amending the applicable Contract) to which the Company or any of its Subsidiaries is a party or by which any of the Company or any of its Subsidiaries are bound that are or involve (each, a “Material Contract”): (A) the twenty-five (25) largest customers of the Company in September 2016 based on the dollar amount of invoiced monthly recurring revenue; (B) any non-customer Contract with any Governmental Authority (other than Network Agreements); (C) each Network Agreement; (D) any Contract with any current employee that either (i) provides base compensation in excess of $200,000 in any calendar year or (ii) entitles such employee to severance; (E) any non-employee sales representative or sales agent to the extent there has been aggregate compensation to such non-employee since January 1, 2016 (whether paid or accrued as of the date hereof) in excess of $75,000; (F) a covenant or other restriction that materially limits the ability of the Company to conduct its business, including non-solicitation, non-competition and most-favored nation pricing restrictions, which are not terminable without payment by the Company on sixty (60) days’ notice; (G) any director or officer of any Seller, the Company, the Company’s Subsidiaries or any of their Affiliates assets or businesses are bound (and any material amendments, supplements and modifications thereto): (i) Contracts with any of the top ten (10) largest suppliers by the aggregate monetary amount of purchases made by the Company and its Subsidiaries, taken as a whole, during the nine (9) month period ended September 30, 2021 (collectively, the “Top Vendors”); (ii) Contracts with any of the top ten (10) largest customers by the aggregate monetary amount received by the Company and its Subsidiaries, taken as a whole, during the nine (9) month period ended September 30, 2021 (collectively, the “Top Customers”); (iii) Contracts concerning the establishment, operation, management or control of a partnership, joint venture or limited liability company; (iv) Contracts pursuant to which the Company or any of its Subsidiaries licenses (A) from a third party Company Material Intellectual Property, other than employment agreements with such Persons entered into licenses for shrink-wrap, click-wrap or off-the shelf software or other generally commercially available software, or (B) to a third party Company Owned Intellectual Property, other than non-exclusive licenses (x) granted in the ordinary course of business or plans (y) that are implied by or agreements set forth on Disclosure Schedule 3.1(p)(i))incidental to the sale or purchase of products or services in the ordinary course of business; (Hv) Contracts containing (A) a covenant materially restricting the ability of the Company or any of its Subsidiaries (or, upon Closing, Guarantor or any of its Subsidiaries) to engage in any line of business or in any geographic area or to compete with any Person, to market any product or to solicit customers; (B) a provision granting the other party “most favored nation” status or similar preferential terms; or (C) a standstill or similar agreement pursuant to which the Company or its Subsidiaries has agreed not to acquire any assets or securities of another Person; (vi) indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any of its Subsidiaries has or will incur or assume any indebtedness or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $500,000, other than any indentures, credit agreements, loan agreements or similar instruments between or among any of the Company and any of its Subsidiaries; and (vii) Contracts under which there has been imposed a material Lien (other than a Permitted Lien) upon on any material assets of the assets, tangible or intangible, of the Company or any of its Subsidiaries. (b) A true, or a loan agreement, note, mortgage, indenture, security agreement, guaranty, pledge or other agreement relating to Indebtedness (other than intercompany indebtedness correct and guarantees and accounts receivable or accounts payable in the ordinary course and any performance bonds or other security complete copy of all Contracts set forth on Disclosure Schedule 3.1(l)); (Ior required to be set forth in Section 3.16(a) the acquisition of an equity interest in, or of all or substantially all of the assets or business of, any other Person entered into on or after January 1, 2013; (J) indemnification of any Person with respect to losses relating to any current or former business of the Company Disclosure Schedule or filed or required to be filed as exhibits to the Company SEC Documents (other than standard indemnification provisions entered into in the ordinary course including under Item 404(a) of business); (Regulation S-K) a joint venture or partnership; (L) any Lease; (M) any Contract between collectively, the “Company Material Contracts”), including all attachments, schedules and exhibits thereto, have been made available to Parent prior to the date of this Agreement. Each of the Company or any Subsidiary of the Company, on the one hand, and any Seller or any Affiliate of any Seller, on the other hand (including any Network Underlying Rights) (other than employment, equity, indemnification or service agreements entered into in the ordinary course of business consistent with past practice); (N) any customer Contract involving an indefeasible right of use or similar right to use dark or lit Network Fiber involving an annual payment or amortized revenue totaling more than $100,000 (where not already set forth on Disclosure Schedule 3.1(o)(i)); (O) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property) that is owned by any other Person, other than such Contracts entered into in the ordinary course of business consistent with past practice and not in excess of $100,000 (the “Tangible Property Leases”) (where not already set forth on Disclosure Schedule 3.1(o)(i)); (P) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property) owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $100,000 and the total aggregate rental payments do not exceed $500,000; or (Q) any agreement not made in the ordinary course of business and that is material to the business of the Company, except as otherwise listed in response to clauses (A) through (P) above. (ii) Except as set forth on Disclosure Schedule 3.1(o)(ii), all Material Contracts are is valid, binding and in full force and effect and is enforceable against by the Company or the applicable Subsidiary in accordance with their terms terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought. The Company, or the applicable Subsidiary, has performed all obligations required to be performed by it under the Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default thereunder and, to the Knowledge of the Company, are valid, binding and enforceable against each no other party thereto, and are in full force and effect. The to any Company has performed all material obligations imposed on it under such Material Contracts, and neither the Company nor any other party thereto Contract is in material default thereunder, nor has there occurred any event that (with or without notice or lapse of time, or both) in breach or default thereunder, (a) in each case, except for such breaches or defaults as have not been or would constitute a not reasonably be expected to be, individually or in the aggregate, material default by to the Company orand its Subsidiaries, taken as a whole. Since January 1, 2020, neither the Company nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Company Material Contract, in each case, except for such violation or failure to comply as have not been or would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. (c) Since December 31, 2020, none of either (i) the Top Customers or (ii) the Top Vendors has, to the Knowledge of the Company’s Knowledge, any other party thereunder, (b) would allow or give rise provided written notice to the limitation, revocation, modification, effect that such Top Customer or termination of any Material Contract or (c) would result in the impairment of the rights of the Company under any Material Contract; nor has Top Vendor intends to cease doing business with the Company or any Subsidiary received any notice regarding its Subsidiaries or materially decrease the matters described in (a) through (c). There is no pending disagreement rate of buying or dispute with any other party supplying, as applicable, products or services from or to any Material Contract, nor is there any pending request or process for amendment of any Material Contract. Accurate the Company and complete copies of each written Material Contract (and written summaries of the terms of any oral Material Contract) have been made available to Buyer. The Company has not received any notification that any party to a Material Contract intends to cancel, terminate, materially modify, or refuse to perform such Material Contract, or any written notification that a party intends to refuse renew such Material Contractits Subsidiaries.