definiens: means : ( i ) any Contract pursuant to which the Company is liable for any Indebtedness, except for Company Plans ; ( ii ) any Contract pursuant to which the Company is a lessor or lessee of any realproperty or any machinery, equipment, motor vehicles, office furniture, fixtures or other personal propertyinvolving expenditures in excess of $ 10,000 per annum ; ( iii ) any partnership, joint venture or similar Contract relating to any Person that is notwholly owned by the Company ; ( iv ) other than any Immaterial Revenue Agreement, any Contract that involves asharing of revenues, profits, cash flows, expenses or losses with other Persons or any Contract that involvesthe payment of royalties to any other Person, in each case that ( A ) involves payments by the Company inexcess of $ 10,000 in the twelve ( 12)-month period ended September 30, 2019, or ( B ) expressly, or to thereasonable belief of those having Knowledge of the Company, requires payments by the Company in excessof $ 10,000 during any twelve ( 12)-month period between September 30, 2019 and September 30, 2021 ; ( v ) any Contract for the purchase or sale of real property or any option to purchaseor sell real property by the Company ; ( vi ) any Contract relating to the acquisition or disposition by the Company of anybusiness, a material amount of stock or assets of any Person or business having a fair value in excess of$50,000 or all or substantially all of the assets of any Person or business ( whether by merger, sale of stock, sale of assets, license or otherwise ) or any Contract pursuant to which it has any material ownership interestin another Person ; ( vii ) other than any Immaterial Revenue Agreement, any Contract which ( A ) expressly, or to the reasonable belief of those having Knowledge of the Company, requires payments by the Company inexcess of $ 15,000 in any twelve ( 12 ) period between September 30, 2019 and September 30, 2021, or ( B ) orpursuant to which the Company made payments in excess of $ 15,000 in the twelve ( 12)-month period endedSeptember 30, 2019, other than purchase orders, Company Plans or other Contracts that are terminable bythe Company on thirty ( 30 ) days ’ notice or less without obligation to make any material payment ; ( viii ) any Contract that contains any ( A ) or similar provision infavor of a Person other than the Company, ( B ) provision expressly requiring the Company to purchase goodsor services exclusively from, or distribute or resell goods or services exclusively through, another Person, or(C ) express restriction on the ability of the Company or any of its Affiliates ( whether before or after theClosing ) to compete or undertake business in any business market or geographic area ; -23- ( ix ) any employment agreement binding on the Company that is not terminable at willor that contains any severance or termination pay or other compensatory obligations in connection with atermination of employment other than ( A ) accrued payment obligations for services rendered prior to theTermination Date and ( B ) relocation expense reimbursement in amounts less than $ 25,000, except asmandated by local law ; ( x ) any contract, letter or other agreement providing for payment by the Company ofmore than $ 25,000 annually which provides for any consulting or advising role of any Person in respect of thebusiness of the Company ; ( xi ) any Contract between the Company, on the one hand, and any of its Affiliates, on the other hand, that is material to the operation of the business of the Company, as applicable, and is notlisted in response to another item of this Section 4.11 or as a Company Plan ; ( xii ) any Contract that results in any Person holding a power of attorney from theCompany ( other than those granted to payroll providers, tax filing professionals, lawyers or law firms foradministrative matters in the Ordinary Course of Business ) ; ( xiii ) any Contract that provides for the indemnification of any Person other thanContracts entered into in the Ordinary Course of Business and Contracts the primary purpose of which do notrelate to taxes or environmental liabilities of any Person ; ( xiv ) any Contract that relates principally to the advertising or promotion of the businessor operations of the Company ; ( xv ) any Contract that requires the consent of a Governmental Authority as a result ofthe transactions contemplated by this Agreement ; ( xvi ) any agreement with any Key International Distributor, any Key DomesticDistributor, any Key Customer or Key Supplier ; ( xvii ) any dealer, distributor, referral or similar agreement, or any Contract providing forthe grant of rights to market, refer or sell the Company ’s products or services to any other Person thatindividually represented more than $ 100,000 in total recognized revenue during the twelve ( 12 ) month periodended September 30, 2019 ( the ) ( provided that any Contract that is not listed onSection 4.11(a)(xvii ) of the Company Disclosure Schedule shall not be considered a Material Contract for anypurposes under this Agreement and shall not be required to be listed on the Company Disclosure Schedule ) ; -24- ( xviii ) any standstill or similar agreement containing provisions prohibiting a third party frompurchasing Equity Interests of the Company or assets of the Company or otherwise seeking to influence orexercise control over the Company ; ( xix ) any settlement agreement with respect to any Action or investigation ; ( xx ) any Contract primarily related to privacy and data protection, including anyContract for the collection, use, disclosure, storage, transfer or disposal of Personal Data, in respect of thebusiness of the Company ; and ( xxi ) any Contract pursuant to which the Company has ( A ) granted to any Person alicense, covenant not to sue, option or other right with respect to or under any Company IP, other than non - exclusive licenses granted in the Ordinary Course of Business to the Company ’s customers, suppliers, distributors and contractors ; or ( B ) been granted by any Person a license, covenant not to sue, option or otherright with respect to any Intellectual Property Rights, other than non - exclusive licenses to off - the - shelf, unmodified, commercially available software with annual payments no greater than $ 15,000