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 to which the Company is a partyor by which the Company is bound relating to any Person that is not wholly owned by the Company;(iv ) any Contract that involves a sharing of revenues, profits, cash flows, expensesor losses with other Persons or any Contract that involves the payment of royalties to any other Person, ineach case that involve payments by the Company in excess of $ 10,000 in any twelve ( 12)-month period;(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 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 ; -21- ( vii ) any Contract which requires payments by the Company in excess of $ 15,000 inany twelve ( 12)-month period, other than purchase orders, Company Plans or other Contracts that areterminable by the Company on thirty ( 30 ) days ’ notice or less without obligation to make any materialpayment;(viii ) any Contract to which the Company is a party or by which the Company is boundthat contains any ( A ) or similar provision in favor of a Person other than the Company,(B ) provision expressly requiring the Company to purchase goods or services exclusively from, or distribute orresell goods or services exclusively through, another Person, or ( C ) express restriction on the ability of theCompany or any of its Affiliates ( whether before or after the Closing ) to compete in any business market orgeographic area;(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 $ 15,000, 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 4.13 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 to which the Company is a party or by which the Company is boundthat provides for the indemnification of any Person other than Contracts entered into in the Ordinary Course ofBusiness and Contracts the primary purpose of which do not relate to taxes or environmental liabilities of anyPerson;(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 ; -22- ( xvi ) any agreement, other than Ordinary Course Purchase Orders, with any KeyInternational Distributor, any Key Domestic Distributor, any Key Customer or Key Supplier ( for the avoidanceof doubt, excluding any Contracts with Key International Distributors, Key Domestic Distributors, KeyCustomers and Key Suppliers for which the primary purchase or sale obligations have been completed butwhich may contain ongoing warranty, indemnification or other similar obligations);(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 providingfor, likely to result in, or have actually resulted in during the twelve ( 12 ) month period ended September 30,2019, on an individual basis, more than $ 100,000 in total recognized revenue ( the ) ; ( 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 under which the Company has any ongoing obligations(other than customary non - disclosure or confidentiality covenants);(xx ) any Contract to which the Company is a party or by which the Company is bound, which is primarily related to privacy and data protection and is material to the business of the Company, including any Contract for the collection, use, disclosure, storage, transfer or disposal of third party PersonalData ; 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 )