Common use of Parent Material Contracts Clause in Contracts

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 3.19 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any Schedule sets forth a list of its Subsidiaries is a party to or bound by any contract constituting each Contract (each a “material contract” (as such term is defined in Item 601(b)(10Parent Material Contract”) of Regulation S-K of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party as of the date of this Agreement or by which Parent, any of its Subsidiaries or any of its respective properties or assets is bound as of the date of this Agreement, which: (i) is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K promulgated by the SEC under the Securities Act; (ii) contains covenants of Parent or any of its Subsidiaries not to compete or engage in any line of business or compete with any Person in any geographic area; (iii) pursuant to which Parent or any of its Subsidiaries is has entered into a beneficiary; partnership or joint venture with any other Person (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between other than Parent or any of its Subsidiaries and any holder of Parent Common Stock Subsidiaries); (iv) relates to or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent evidences indebtedness for borrowed money or any guarantee of its Subsidiaries of any business or any material amount of assets, or any investment indebtedness for borrowed money by Parent or any of its Subsidiaries in excess of $25,000; (v) evidences any guarantee of obligations of any Person other personthan a wholly owned Subsidiary of Parent in excess of $25,000; (vi) relates to any merger, with obligations remaining acquisition or business combination to which Parent or any of its Subsidiaries was a party that contains any obligation of Parent or any Parent Subsidiary that may be required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; Closing; (viiivii) any contractscontains provisions (a) restricting Parent or its Subsidiaries from freely setting prices for its products, agreements, understandings services or undertakings that contain restrictions technologies (including “most favored nations” terms and conditions (including with respect to pricing), (Ab) granting any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any Person or (c) that limits or purports to limit in any material respect the payment of dividends or any other distributions in respect of the equity ability of Parent or any of its SubsidiariesAffiliates to own, (B) the incurrence operate, sell, transfer, pledge or guaranteeing otherwise dispose of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness assets or businesses; (viii) includes indemnification obligations of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor liability of $25,000; or (ix) would require the consent of, or supplier notice to, any other party thereto prior to or in connection with the consummation of Parent the Merger or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in other transactions contemplated by this Section 4.20 being referred Agreement; provided, that, notwithstanding the foregoing, the Parent Benefit Plans shall not be deemed to herein as “be Parent Material Contracts”). Parent has made available to the Company true and complete copies Contracts for purposes of all Parent Material Contractsthis Agreement. (b) Neither Parent nor any Subsidiary has provided Diffusion with a true and correct copy of each Parent is in breach of or default under the terms of any Material Contract. (c) Each Parent Material Contract where such breach is (assuming due power and authority of, and due execution and delivery by the parties thereto other than Parent or default has hadany of its Subsidiaries) a valid and binding obligation of Parent or its Subsidiaries party thereto, or subject to the Bankruptcy and Equity Exception, except for any failures to be valid and binding which would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect on ParentEffect. To Neither Parent nor any of its Subsidiaries nor, to the knowledge Knowledge of Parent, no any other party to any Parent Material Contract Contract, is in breach of or in default under the terms of any Parent Material Contract where Contract, and, to the Knowledge of Parent, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder by any party thereto, and neither Parent nor any of its Subsidiaries has received any claim of any such breach or default has haddefault, or except for such breaches and defaults which would reasonably be expected to havenot, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect on ParentEffect. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as otherwise set forth in the Parent SEC Documents or in Section 4.20 Schedule 4.10 of the Parent Disclosure Letter or agreements entered into after Schedules, as of the date hereof in compliance with Section 5.1(b)hereof, neither Parent nor any of its Subsidiaries is a party to to, or is bound by any contract constituting of the following (each, a “"PARENT MATERIAL CONTRACT"): (i) any "material contract” contracts" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC, but excluding any such contract which has been terminated or which has expired or lapsed prior to the date hereof) or (i) other material Contract with Parent’s top five (5) suppliers or customers; respect to Parent and its Subsidiaries; (ii) any Contract creating containing any covenant materially limiting the right of Parent or its Subsidiaries to engage in any line of business or to compete with any Person or granting any exclusive distribution rights; (iii) any Contract (other than Contracts evidencing Parent Options or Parent Warrants) (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of Parent, (B) providing any Person with any preemptive right, right of participation, right of maintenance or any similar right with respect to any securities of Parent or (C) providing Parent with any right of first refusal with respect to, or right to purchase or redeem, any securities; (iv) any Contract that provides for indemnification of any officer, director, employee or agent; (v) any Contract incorporating or relating to any material partnershipguaranty, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent warranty or any of its Subsidiaries that materially restrict the ability of Parent indemnity or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic areasimilar obligation; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; or (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assetsContract, or any investment by Parent or any group of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract Contracts with a vendor Person (or supplier group of Parent or any Subsidiary affiliated Persons), the termination of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would be reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, have a have a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentSurviving Corporation. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 5.15(a) of the Parent Disclosure Letter lists each of the following written contracts and leases to Parent or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries of Parent Leased Real Property (such contracts and agreements being “Parent Material Contracts”) that is a party to or bound by any contract constituting a “material contract” (in effect as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or date of this Agreement: (i) other material Contract with Parent’s top five contracts for the purchase of products or for the receipt of services, the performance of which will extend over a period of one (51) suppliers year or customers; more and which involve consideration or payments by Parent or any of its Subsidiaries in excess of $2,000,000 in the aggregate during the calendar year ended December 31, 2014; (ii) contracts for the furnishing of products or services by Parent or any Contract creating of its Subsidiaries, the performance of which will extend over a period of one (1) year or relating to any material more and which involve consideration or payments in excess of $2,000,000 in the aggregate during the calendar year ended December 31, 2014; (iii) contracts concerning the establishment or operation of a partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or limited liability company; (iv) material contracts under which there has been imposed a security interest on any of the assets, tangible or intangible, of Parent or any of its Subsidiaries; (v) material contracts (i) that grant Parent or any of its Subsidiaries a license to, option to, or right to the ownership use or exploit (including by means of a covenant not to sue) Intexxxctual Property owned or controlled by any equity interest in other Person or (ii) under which Parent or any entity of its Subsidiaries grants a license to, option to, or business enterprise other than Subsidiaries right to use or exploit (including by means of Parent, a covenant not to sue) any Xxxellectual Property; in each case material to Parent case, excluding off-the-shelf, commercially available and its Subsidiaries, taken as a whole; “shrink-wrap” software licenses; (iiivi) any contract, agreement, understanding or undertaking containing covenants binding upon the lease agreements of Parent or any of its Subsidiaries that materially restrict the ability pertain to each parcel of material Parent or any of its Subsidiaries Leased Real Property; (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliatesvii) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking contracts containing (A) pursuant to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, (B) pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that a covenant materially limits, curtails or restrains restricting the ability of Parent or any of its Subsidiaries to exploit engage in any material Parent Intellectual Propertyline of business in any geographic area or to compete with any Person, to market any product or to solicit customers; (vB) any agreementa provision granting the other party “most favored nation” status or equivalent preferential pricing terms; or (C) a provision granting the other party exclusivity or similar rights; and (viii) indentures, contractcredit agreements, understanding or undertaking containing any “standstill” provisions or provisions of loan agreements and similar effect instruments pursuant to which Parent or any of its Subsidiaries is a party has or will incur or assume any indebtedness or has or will guarantee or otherwise become liable for any indebtedness of which any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments between or among any of Parent or and any of its Subsidiaries is a beneficiary; Subsidiaries. (vib) any stockholder or shareholderParent has made available to TDCC true, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between complete and correct copies of each Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries Material Contract in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after effect on the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, valid and binding and enforceable obligation of on Parent or the Subsidiary of Parent that is party thereto its Subsidiaries, as applicable and, to the knowledge of Parent’s Knowledge, of each other party the counterparty thereto, and is in full force and effect, except (i) that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally, (ii) that equitable remedies of specific performance generally and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the court before which date hereof. Neither Parent nor any proceeding therefor may be brought, and (iii) as has not hadof its Subsidiaries is in material breach of, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parentmaterial default under, any Subsidiary of Parent,Parent Material Contract to which it is a party.

Parent Material Contracts. (aPart 3.23(a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Schedule accurately identifies each of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent following contracts and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability agreements of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreementhereof: (i) each Parent Contract relating to the employment of, or that restricts the ability performance of services by, any Parent Employee earning annual base compensation in excess of $75,000; (B) any Parent Contract pursuant to which the Parent or any of its Subsidiaries is obligated to make any severance, termination or similar payment to any Parent Employee; and (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (ivC) any contract, agreement, understanding or undertaking (A) Parent Contract pursuant to which Parent or any of its Subsidiaries is granting obligated to make any material license bonus or similar payment (other than payment in respect of salary) to any Parent Intellectual PropertyEmployee; (ii) each Parent Contract which provides for indemnification of any Parent Employee or any director of Parent; (iii) each Parent Contract relating to the voting and any other rights or obligations of a stockholder of Parent; (iv) each Parent Contract, with obligations remaining to be performed (or liabilities continuing) after the date of this Agreement, relating to the merger, consolidation, reorganization or any similar transaction with respect to the Parent or any of its Subsidiaries; (v) each Parent Contract (other than (A) Parent’s standard employee inventions assignment agreement a form of which has been made available to the Company and (B) non-exclusive licenses to third-party software) relating to the acquisition, transfer, development or sharing of any technology, Intellectual Property or Intellectual Property Right (including any joint development agreement, collaboration agreement or similar agreement entered into by Parent or any of its Subsidiaries); (vi) each Parent Contract (other than (A) Parent’s standard employee inventions assignment agreement a form of which has been made available to the Company and (B) non-exclusive licenses to third-party software) relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right: (x) to Parent or any of its Subsidiaries; or (y) from Parent or any of its Subsidiaries; (vii) each Parent Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of Parent or any of its Subsidiaries; (viii) each Parent Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (ix) each Parent Contract imposing any restriction or requirement on Parent or any of its Subsidiaries: (A) to compete with any other Person in any geographic area or during any period of time; (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any product technology; (x) each Parent Contract granting exclusive rights to license, market, sell or deliver any products or services of Parent or any of its Subsidiaries or otherwise contemplating an exclusive relationship between Parent and other Person; (xi) each Parent Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship; (xii) each Parent Contract regarding the acquisition, issuance or transfer of any securities and each Parent Contract affecting or dealing with any securities of the Parent or any of its Subsidiaries including any restricted share agreements or escrow agreements; (xiii) each Parent Contract relating to Indebtedness other than trade Indebtedness of Parent or any Subsidiary that is not material in amount; (xiv) each Parent Contract relating to the purchase or sale of any asset (other than the Parent’s securities) by or to, or the performance of any services by or for, any Parent Related Party; (xv) any Parent Contract pursuant to which Parent or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability made payments of Parent or any of its Subsidiaries to exploit any material Parent Intellectual Property; (v) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect to which Parent or any of its Subsidiaries is a party or of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock cash or other equity securities consideration in excess of Parent$50,000 during the twelve months ended December 31, including any agreement granting any person investor, registration, director designation 2009 or similar rights; (vii) each agreement, contract, understanding that involves or undertaking relating to contemplates the disposition payment or acquisition by Parent delivery of cash or any of its Subsidiaries of any business or any material amount of assets, or any investment other consideration by Parent or any of its Subsidiaries in an amount or having a value reasonably expected to be in excess of $50,000 in the aggregate during the twelve month periods ending December 31, 2010; (xvi) any Parent Contract relating to a Grant; and (xvii) any other personParent Contract the absence of which would be reasonably expected to have a Parent Material Adverse Effect. (Contracts in the respective categories described in clauses “‎(i)” through “‎(xvii)” above and all Contracts identified, with obligations remaining or required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viiiidentified, in Part ‎3.26(a) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant Disclosure Schedule are referred to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein Agreement as “Parent Material Contracts.”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 4.10 of the Parent Disclosure Letter Schedules lists each of the following Contracts of Parent (such Contracts, together with all Contracts concerning the occupancy, management, or agreements entered into after the date hereof operation of any Real Property (including without limitation, brokerage contracts) and all Parent IP Agreements set forth in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(104.13(b) of Regulation S-K of the SEC) or Parent Disclosure Schedules, being “Parent Material Contracts”): (i) other material each Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability of Parent or any of its Subsidiaries involving aggregate consideration in excess of $50,000 and which, in each case, cannot be cancelled by Parent or is Subsidiary without penalty or without more than 90 days’ notice; (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliatesii) to compete in any business all Contracts that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of require Parent or any of its Subsidiaries to purchase its total requirements of any product or service from a third party or that contain “take or pay,” “minimum volume,” “throughput and deficiency” or similar provisions; (iii) all Contracts that provide for the indemnification by Parent or thatany of its Subsidiaries of any Person or the assumption of any Tax, following environmental or other Liability of any Person, other than Contracts entered into in the consummation ordinary course of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; business; (iv) all Contracts that relate to the acquisition or disposition of any contractbusiness, agreementa material amount of stock or assets of any other Person or any real property (whether by merger, understanding sale of stock, sale of assets or undertaking otherwise); (Av) pursuant all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting, and advertising Contracts to which Parent or any of its Subsidiaries is granting any material license to Parent Intellectual Property, a party; (Bvi) pursuant all employment agreements with employees and Contracts with independent contractors or consultants (or similar arrangements) to which Parent or any of its Subsidiaries is being granted a party and which are not cancellable without material penalty or without more than 14 days’ notice; (vii) except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees) of Parent or any material license of its Subsidiaries; (viii) all Government Contracts to Intellectual Property, which Parent or any of its Subsidiaries is a party; (Cix) all Contracts that materially limits, curtails limit or restrains purport to limit the ability of Parent or any of its Subsidiaries to exploit compete in any material Parent Intellectual Property; line of business or with any Person or in any geographic area or during any period of time; (vx) any Contracts to which Parent or any of its Subsidiaries is a party that provide for any joint venture, partnership, joint development (including any joint development, exploration, participation or farmout agreement, contract, understanding ) or undertaking containing similar arrangement by Parent or any “standstill” provisions of its Subsidiaries; (xi) all collective bargaining agreements or provisions of similar effect Contracts with any Union to which Parent or any of its Subsidiaries is a party or of by which Parent or any of its Subsidiaries is a beneficiaryare bound; and (vixii) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between other Contract that is material to Parent or any of its Subsidiaries and any holder of Parent Common Stock or other equity securities of Parent, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by Parent or any of its Subsidiaries of any business or any material amount of assets, or any investment by Parent or any of its Subsidiaries in any other person, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viii) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement not previously disclosed pursuant to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein as “Parent Material Contracts”). Parent has made available to the Company true and complete copies of all Parent Material Contracts4.10. (b) Neither Each Parent Material Contract is valid and binding on Parent and its Subsidiaries, as applicable, in accordance with its terms and is in full force and effect. To Parent’s Knowledge, neither Parent nor any Subsidiary of Parent its Subsidiaries is in breach of or default under the terms of any Parent Material Contract where such breach (or default has had, or would reasonably is alleged to be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms under) in any material respect, nor has it provided or received any notice of any intention to terminate, any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentContract. Each Complete and correct copies of each Parent Material Contract is a valid(including all modifications, binding amendments and enforceable obligation of Parent or the Subsidiary of Parent that is party supplements thereto and, and waivers thereunder) have been made available to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ParentCompany. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,

Parent Material Contracts. (aPart 3.21(a) Except for this Agreement, the Parent Benefit Plans or as set forth in the Parent SEC Documents or in Section 4.20 of the Parent Disclosure Letter or agreements entered into after the date hereof in compliance with Section 5.1(b), neither Parent nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K Schedule accurately identifies each of the SEC) or (i) other material Contract with Parent’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement or relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of Parent, in each case material to Parent following contracts and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon Parent or any of its Subsidiaries that materially restrict the ability agreements of Parent or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to Parent and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of Parent or any of its Subsidiaries hereof: (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliatesi) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) each Parent Contract relating to the employment of, or the performance of services by, any Parent Employee earning annual base compensation in excess of $250,000; (B) any Parent Contract pursuant to which Parent or any of its Subsidiaries is granting obligated to make any material license severance, termination or similar payment to any Parent Intellectual Property, Employee; and (BC) any Parent Contract pursuant to which Parent or any of its Subsidiaries is being granted obligated to make any material bonus or similar payment (other than payment in respect of salary) to any Parent Employee; (ii) each Parent Contract which provides for indemnification of any Parent Employee or any director of Parent; (iii) each Parent Contract relating to the voting and any other rights or obligations of a stockholder of Parent; (iv) each Parent Contract, with obligations remaining to be performed (or liabilities continuing) after the date of this Agreement, relating to the merger, consolidation, reorganization or any similar transaction with respect to Parent or any of its Subsidiaries; (v) each Parent Contract (other than non-exclusive licenses to third-party software) relating to the license of any patent, copyright, trade secret or other Intellectual Property or Intellectual Property Right: (x) to Intellectual PropertyParent or any of its Subsidiaries; or (y) from Parent or any of its Subsidiaries; (vi) each Parent Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or operation of Parent or any of its Subsidiaries; (vii) each Parent Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (viii) each Parent Contract imposing any restriction or requirement on Parent or any of its Subsidiaries: (A) to compete with any other Person in any geographic area or during any period of time; (B) to acquire any product or other asset from any other Person, to sell any product or other asset to any other Person or to transact business or deal in any other manner with any other Person; or (C) that materially limitsto develop or distribute any product technology; (ix) each Parent Contract granting exclusive rights to license, curtails market, sell or restrains the ability deliver any products or services of Parent or any of its Subsidiaries or otherwise contemplating an exclusive relationship between Parent and any other Person; (x) each Parent Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise relationship; (xi) each Parent Contract regarding the acquisition, issuance or transfer of any securities of Parent or any of its Subsidiaries and each Parent Contract affecting or dealing with any securities of Parent or any of its Subsidiaries, including any restricted share agreements or escrow agreements; (xii) each Parent Contract relating to exploit Indebtedness other than trade Indebtedness of Parent or any Subsidiary that is not material in amount; (xiii) each Parent Intellectual Property; Contract relating to the purchase or sale of any asset (vother than Parent’s securities) by or to, or the performance of any services by or for, any Parent Related Party; (xiv) any agreement, contract, understanding or undertaking containing any “standstill” provisions or provisions of similar effect Parent Contract pursuant to which Parent or any of its Subsidiaries is a party or made payments of which Parent or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between Parent or any of its Subsidiaries and any holder of Parent Common Stock cash or other equity securities consideration in excess of Parent$250,000 during the twelve months ended June 30, including any agreement granting any person investor, registration, director designation 2011 or similar rights; (vii) each agreement, contract, understanding that involves or undertaking relating to contemplates the disposition payment or acquisition by Parent delivery of cash or any of its Subsidiaries of any business or any material amount of assets, or any investment other consideration by Parent or any of its Subsidiaries in an amount or having a value reasonably expected to be in excess of $250,000 in the aggregate during the twelve month period ending June 30, 2012; and (xv) any other personParent Contract the absence of which would be reasonably expected to have a Parent Material Adverse Effect. (Contracts in the respective categories described in clauses “(i)” through “(xv)” above and all Contracts identified, with obligations remaining or required to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (viiiidentified, in Part ‎3.21(a) any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in respect of the equity of Parent or any of its Subsidiaries, (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant Disclosure Schedule are referred to which any material Indebtedness of Parent or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among Parent and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking, (xi) any Contract with a vendor or supplier of Parent or any Subsidiary of Parent pursuant to which payments of eleven million dollars ($11,000,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to Parent or its Subsidiaries exceeding eleven million dollars ($11,000,000) (all contracts of the type described in this Section 4.20 being referred to herein Agreement as “Parent Material Contracts.”). Parent has made available to the Company true and complete copies of all Parent Material Contracts. (b) Neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. To the knowledge of Parent, no other party to any Parent Material Contract is in breach of or default under the terms of any Parent Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. Each Parent Material Contract is a valid, binding and enforceable obligation of Parent or the Subsidiary of Parent that is party thereto and, to the knowledge of Parent, of each other party thereto, and is in full force and effect, except (i) that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) that equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (iii) as has not had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Parent. (c) Since December 31, 2013, neither Parent, any Subsidiary of Parent,