definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K of theSEC ) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the CompanySEC Documents;(ii ) which constitutes a Contract or commitment relating to indebtedness for borrowed money or thedeferred purchase price of property ( in either case, whether incurred, assumed, guaranteed or secured by any asset ) in excess of$250,000;(iii ) which contains any provision that would materially restrict or affect the conduct of business by theCompany or any Subsidiary of the Company;(iv ) that ( A ) contains most favored customer pricing provisions or ( B ) grants any exclusive rights, rightsof first refusal, rights of first negotiation or similar rights to any person, in each case under this clause ( B ) in a manner which ismaterial to the business of the Company and its Subsidiaries, taken as a whole;(v ) which was entered into after January 1, 2008 or not yet consummated for the acquisition ordisposition, directly or indirectly ( by merger or otherwise ), of assets or capital stock or other equity interests of anotherperson for aggregate consideration in excess of $ 100,000 ( other than acquisitions or dispositions of assets in the ordinarycourse of business);(vi ) which by its terms calls for aggregate payments by the Company or its Subsidiaries of more than$250,000 over the remaining term or guaranteed annual volume, or minimum payments, in excess of $ 250,000;(vii ) which the Company or any of its Subsidiaries has continuing indemnification, or othercontingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $ 250,000;(viii ) which grants any rights to any material Company Intellectual Property ; 22(ix ) which is an employment, severance or change of control agreement with any management employee;(x ) which is a collective bargaining agreement or other labor - related agreement with a labor union, labororganization works council or employee association;(xi ) which, upon the consummation of the Merger or any other transaction contemplated by thisAgreement, will ( either alone or upon the occurrence of any additional acts or events ) result in any payment or benefits(whether of severance pay, stay bonus or otherwise ) becoming due, or the acceleration or vesting of any rights to any paymentor benefits, from Parent, Purchaser, the Company or the Surviving Corporation or any of their respective subsidiaries to anyofficer, director, consultant or employee thereof;(xii ) which is a reseller agreement, distributor agreement or distribution agreement;(xiii ) with any ( A ) officer or director of the Company or any of the Company ’s Subsidiaries or anyaffiliates or associates ( or members of any of their ) ( as such term is defined in Rule 16A-1 of theExchange Act ) of such officer or director ; or ( B ) person who is the record or beneficial owner of five percent or more of thevoting securities of the Company;(xiv ) which is a joint venture agreement, partnership agreement or other similar Contract involving asharing of profits and expenses;(xv ) which is with any Governmental Entity ; or(xvi ) or series of related Contracts which relates to the acquisition or disposition of the securities of anyperson, any business or any material amount of assets ( in each case, whether by merger, sale of stock, sale of assets orotherwise ) in excess of $ 250,000 individually or $ 500,000 in the aggregate