Material Contracts. Terminated or modified any of its Material Contract except for termination upon expiration in accordance with the terms of such agreements, a description of which is included in the [[Organization B:Organization]]’s Disclosure Schedule;

[[Organization B:Organization]] has delivered to Cosmos, prior to the date of this Agreement, true, correct and complete copies of each of its Material Contracts.

IP Contracts. [Schedule 2.19(c)] of the Company Schedules lists each Company Contract # under which the Company or any of its Subsidiaries uses or licenses Intellectual Property Rights that any third-party owns, other than off-the-shelf software (the “Inbound IP Contracts”) and # under which the Company or any Subsidiary has granted to any Person any right or interest in any Company Intellectual Property, including settlement agreements and covenants not to sue (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in [Schedule 2.19(c)] of the Company Schedules, neither the Company nor any Subsidiary is (and with the passage of time, the giving of notice or both, will be) required or

Shared Contracts. With respect to the Shared Contracts, the Purchaser and the Seller shall, for a period of up to ​ following the Closing, cooperate to provide the Purchaser with the benefits under the Business Portion of each such Shared Contract (including, if possible, by means of amending such Shared Contract or entering into any licensing, operating, subcontracting, sublicensing, subleasing or

Annuity Contracts. All annuity Contracts under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or Spouse shall comply with all of the requirements of this Plan.

Material Contracts. [Schedule 5.27] sets forth all Material Contracts of the Loan Parties. All Material Contracts are in full force and effect and no material defaults currently exist thereunder.

Construction Contracts. Tenant shall furnish Landlord with true and correct copies of all construction contracts between or among Tenant, Tenant’s Contractor and all Major Subcontractors relating to the Tenant Improvements. All such contracts shall expressly provide that # the work to be performed thereunder shall be subject to the terms and conditions of this Agreement, including, without limitation, that such work shall comply with the Construction Rules and Regulations attached hereto as [Schedule 3], as may be amended and updated from time to time (“Construction Rules and Regulations”), # Tenant’s Contractor shall provide notices to Landlord of any default under the construction contract simultaneously with delivery of such notices to Tenant, and # the Tenant’s Contractor shall warrant for a period of at least one (1) year that the Tenant Improvements will be constructed in accordance with the Approved TI Construction Drawings and Plan Modifications and free from defects in workmanship and materials (such warranty shall include, without additional charge, the repair of any portion of the Building that may be damaged as a result of the removal or replacement of the defective Tenant Improvements), and that said warranty is enforceable by Landlord. Landlord’s review of

Contracts; Insurance. The Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:

Contracts; Insurance. Except as set forth in [Schedule 4.16] or filed as an exhibit to a report filed by Buyer with the SEC, the Buyer has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:

Employment Contracts. Seller warrants that at Closing the Company will have no outstanding employment obligation of any kind.