definiens: means a legally binding, executory Contract to which the Company is a party : ( a ) under whichfuture expenditures required to be made by the Company in the current fiscal year exceed $ 10,000 individually or$25,000 in the aggregate ; ( b ) pursuant to which the Company has licensed from any third party any material patent, trademark registration, service mark registration, trade name or copyright registration, other than any nonexclusivelicense that is available to the public generally ; ( c ) granting exclusive rights to any third party to any material patents, trademark registrations, service mark registrations, trade names or copyright registrations owned by the Company;(d ) evidencing Indebtedness that exceeds $ 10,000 individually or $ 25,000 in the aggregate ; ( e ) pursuant to which theCompany is the lessee of any real property ; ( f ) creating any formal partnership or joint venture between the Companyand any third party or providing for any sharing of material profits or losses by the Company with any third party;(g ) containing covenants materially limiting the freedom of the Company or its Subsidiaries to compete in any line ofbusiness or with any third party, except for covenants that would not materially and adversely affect the ability of theCompany to conduct its business as currently conducted ; ( h ) any agreement of indemnification, warranty or guarantywhich would reasonably be expected to result in liability to the Company in excess of $ 10,000 individually or $ 25,000 in the aggregate ; ( i ) any employment, contractor or consulting agreement, Contract or commitment with anyemployee, including any Contract that grants any severance or termination pay ( in each case, other than offer letterssubstantially in the Company ’s standard form ) with respect to which the Company has made expenditures in excessof $ 10,000 in the current fiscal year or will be required to make expenditures in excess of $ 10,000 in connection withthe consummation of the Transactions ; ( j ) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit ; ( k)any Contract pursuant to which the Company is bound to or has committed to provide any product or service to anythird party on a most favored nation basis or similar terms ; ( l ) any nondisclosure, confidentiality or similar agreementthat would reasonably be expected to restrict the Company ’s business in any material respect after the Closing ; and(m ) any other Contract that would be a ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of the Securities Act if the Company were the registrant thereunder ) . Each Company Material Contract is in fullforce and effect and constitutes a legal, valid and binding agreement of the Company in accordance with its terms, subject to : ( i ) laws of general application relating to bankruptcy, insolvency and the relief of debtors ; and ( ii ) rules ofequity governing specific performance, injunctive relief and other equitable remedies . To the knowledge of theCompany, no party is in material breach or in material default under any Company Material Contract . The Companyhas made available true, correct and complete copies of each Company Material Contract, including all exhibits, schedules and amendments thereto