definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S - K under the Exchange Act ) as an exhibit to the MostRecent Company 10 - K under the Exchange Act prior to the date of this Agreement ( other than any Company Plan ), being referred to as a):(a ) each Contract that restricts in any material respect the ability of the Company, any Company Subsidiary or any Affiliateof any of them to ( i ) engage or compete in any geographic area or line of business, market or field, or to develop, sell, supply, manufacture, market, distribute, or support any material product or service, or ( ii ) transact with any Person ( or that would so restrictParent, any Parent Subsidiary or any Affiliate of any of them following the Closing);(b ) each joint venture agreement, partnership agreement or similar agreement with a third party ; 24(c ) each material acquisition or divestiture Contract that contains any material indemnification obligations of the Company ora Company Subsidiary or any or other material contingent payment obligations that are outstanding obligations of theCompany or any Company Subsidiary as of the date of this Agreement;(d ) each Contract evidencing indebtedness for money borrowed by the Company or any Company Subsidiary from a thirdparty lender, and each Contract pursuant to which any such indebtedness for borrowed money is guaranteed by the Company or anyCompany Subsidiary, in each case in excess of $ 250,000;(e ) each Contract expressly limiting or restricting the ability of the Company or any Company Subsidiary ( i ) to makedistributions or declare or pay dividends in respect of their capital stock, membership interests or other equity interests, as the case maybe, ( ii ) to pledge their capital stock or other equity interests, ( iii ) to issue any guaranty, or ( iv ) to make loans to the Company or anyCompany Subsidiary;(f ) each Contract that obligates the Company or any Company Subsidiary to make any loans, or capital contributions to, orinvestments in, any Person in excess of $ 250,000 individually;(g ) each Contract that grants a third party any material right of first refusal, first notice, first negotiation or right of first offeror similar right with respect to any material assets, rights or properties of the Company or any Company Subsidiary;(h ) each Contract or series of related Contracts ( excluding ( i ) purchase orders given or received in the ordinary course ofbusiness in a manner consistent with past practice and ( ii ) Contracts between the Company and any wholly owned Company Subsidiaryor among any wholly owned Company Subsidiaries ) under which the Company or any Company Subsidiary ( A ) paid in excess of$750,000 in fiscal year 2020, or is expected to pay in excess of $ 750,000 in fiscal year 2021 or ( B ) received in excess of $ 750,000 infiscal year 2020, or is expected to receive in excess of $ 750,000 in fiscal year 2021;(i ) each supply Contract pursuant to which goods or materials are supplied to the Company or a CompanySubsidiary from a sole source which is expected to involve payments by the Company and Company Subsidiaries in excess of $ 250,000 in fiscal year 2021;(j ) each Contract containing any, minimum commitments or similar provisions which, in each case, is expectedto involve payments ( including penalty or deficiency payments ) by the Company and Company Subsidiaries in excess of $ 250,000 infiscal year 2021;(k ) each lease involving real property pursuant to which the Company or any Company Subsidiary is required to pay amonthly base rental in excess of $ 50,000;(l ) each lease or rental Contract involving personal property ( and not relating primarily to real property ) pursuant to whichthe Company or any Company Subsidiary is required to make rental payments in excess of $ 25,000 per month ( excluding leases orrental Contracts for office equipment entered into in the ordinary course of business in a manner consistent with past practice ) ; 25(m ) each Contract relating to the acquisition, sale or disposition of any business unit or product line of the Company or anyCompany Subsidiary and with any outstanding obligations that are material to the Company and the Company Subsidiaries, taken as awhole, as of the date of this Agreement;(n ) any Government Contract with any outstanding obligations under which the Company or the Company Subsidiariesreceived in excess of $ 750,000 in fiscal year 2020, or is expected to receive in excess of $ 750,000 in fiscal year 2021;(o ) each Contract with any material provision or that otherwise requires the Company or anyCompany Subsidiary ( or, following the Closing, would require Parent or any Parent Subsidiary ) to conduct business with any Person ona preferential or exclusive basis, or that includes a price protection provision in favor of the counterparty to such Contract;(p ) each settlement agreement entered into since January 1, 2019 ( i ) with a Governmental Entity that imposes materialongoing obligations or restrictions on the Company or any Company Subsidiary ; ( ii ) that requires the Company or any CompanySubsidiary to pay more than $ 250,000 in excess of insurance coverage after the date of this Agreement ; or ( iii ) that imposes anymaterial restrictions on the business of the Company or any Company Subsidiary after the date of this Agreement;(q ) each Contract ( excluding purchase orders given or received in the ordinary course of business in a manner consistentwith past practice ) with any Top Customer, Top Distributor or Top Supplier of the Company and the Company Subsidiaries ; and(r ) each Contract relating to the creation of a Lien ( other than Company Permitted Encumbrances ) with respect to anymaterial asset of the Company or any Company Subsidiary