Common use of Contracts Clause in Contracts

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction DocumentationDocumentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum25,000, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Stockholders and the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation the Hutz Agreement) or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to ParentBuyer); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has Stockholders have delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Stockholders and the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Stockholders and the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Stockholders and the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (affiliate, as defined in Rule 12b-2 under the Exchange Act) thereof Act (an “Affiliate”) (other than stock subscription), stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 3.19(a) of the Company Disclosure Schedule lists contains a true and complete list of each of the following agreements (whether written or oraloral contracts, agreements or other arrangements (each, a "Material Contract") to which the Company is a party as or by which any of its Company Assets and Properties are bound (and, to the date extent oral, accurately describes the terms of this Agreement (other than the Transaction Documentationsuch contracts, agreements and arrangements): (i) all collective bargaining or similar labor agreements; (ii) all contracts for the employment of any agreement officer, employee or other person or entity on a full time, part time, consulting or other basis; (iii) all loan agreements, indentures, debentures, notes or letters of credit relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material asset or material group of assets of the Company; (iv) all guarantees of any obligation; (v) all leases or agreements under which the Company is lessee or lessor of, or holds, or operates, any property, real or personal, owned by any other party; (vi) all commitments, contracts, sales contracts, purchase orders, mortgage agreements or groups of related agreements) for agreements with the lease same party or any group or affiliated parties which require or may in the future require payment of personal property from or to third parties (A) which provides for lease payments any consideration by the Company of an amount in excess of $25,000 per annum or (B) and which has a remaining term longer than 12 months and is cannot cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than be terminated within thirty (30) days’ notice)days after giving notice of termination without resulting in any cost or penalty to the Company; (vii) all license agreements, distribution agreements or any agreement other agreements involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Intellectual Property; (viii) all subscription or registration rights agreements or any agreement or commitment for capital expenditures in excess other agreements related to the equity ownership of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)Company; (ix) all contracts or commitments that in any agreement under which way restrict the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect;from carrying on its Business anywhere in the world; and (x) all other contracts and agreements that (A) involve the payment or potential payment, pursuant to the terms of any agreement which contains any provisions requiring such contract or agreement, by the Company or to indemnify any the other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs an amount in excess of $25,000 in any year or and (B) cannot entered into be terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)Company. (b) The Company has delivered Each contract, agreement or made available to the Parent a complete and accurate copy of each agreement listed other arrangement disclosed in Section 2.14 3.19(a) of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Schedule is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect and constitutes a legal, valid and binding agreement, enforceable by the Company in accordance with the terms thereof its terms, except as in effect immediately prior to the Closing; effect, if any, of (a) applicable bankruptcy and other similar laws affecting the rights of creditors generally, and (iiib) neither the rules of law and equity governing specific performance, injunctive relief and other equitable remedies. The Company norhas performed all of its required material obligations under, to the knowledge and is not materially in violation or breach of the Company, any other party, is in breach or violation of, or default under, any such agreementcontract, agreement or arrangement. To the Knowledge of Axys and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, other parties to the knowledge of the Company, any other party under such contract, except for any breach, agreement or arrangement are not in violation or breach of or default that has not had under any such contract, agreement or arrangement. None of the present employees, officers, directors or shareholders of the Company is, and would not reasonably be anticipated none of the former employees, officers or directors of the Company while providing services for the Company was, a party to have a Company Material Adverse Effectany oral or written contract or agreement prohibiting any of them from freely competing with other parties or engaging in the Company's Business as now operated.

Contracts. (a) Section 2.14 3.21(a) of the Company Disclosure Schedule lists contains a complete and accurate list of each Material Contract, true and complete copies of which have been provided or made available to Parent, as well as a summary of all oral Material Contracts. “Material Contract” means any Contract (i) that would qualify as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) containing covenants binding upon the Company or any of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or which, following agreements (whether written or oralthe consummation of the Merger, could materially restrict the ability of the Surviving Corporation) to which compete in any business or with any Person or in any geographic area that is material to the Company is and its Subsidiaries, taken as a party whole, as of the date hereof, except for any such Contract that may be canceled without penalty by the Company or any of this Agreement its Subsidiaries upon notice of 90 days or less; (other than the Transaction Documentation): (iiii) any with respect to a material joint venture or material partnership agreement (excluding information technology Contracts); (iv) that would prevent, materially delay or group of related agreementsmaterially impede the Company’s ability to consummate the Merger or the other transactions contemplated by this Agreement; (v) that calls for the lease payment over the remaining life of personal property the Contract of more than $100,000 in the aggregate; (vi) that continues for a period of more than twelve (12) months from or to third parties (A) which provides for lease the Closing Date and involves payments in excess of $25,000 per annum 75,000; (vii) that is an employment agreement containing severance or termination pay Liabilities; (viii) that is a contract under which the Company or any of its Subsidiaries has advanced or loaned money to any other Person (other than the Company’s agreement to reimburse employees for normal and customary moving expenses, in each case in amounts of less than $25,000); (ix) that is an agreement or indenture relating to Indebtedness of the Company or any of its Subsidiaries; (x) that is a lease or agreement under which the Company or any of its Subsidiaries is lessee of or holds or operates (aa) any real property or (Bbb) any personal property with an initial cost in excess of $50,000 as of the initial date of the lease (as if such property had been purchased on the first day of such lease), which has a remaining term longer property is owned by any Person other than 12 months and the Company or any of its Subsidiaries; (xi) that is not cancellable without penalty an assignment, license, indemnification, right to use, or agreement with respect to any intangible property (including any Intellectual Property) by the Company on sixty or any of its Subsidiaries (60) days or less prior written notice; (ii) except for any such agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from commercially available, unmodified, off-the-shelf software with a certain party; license fee of less than $50,000); (iiixii) any agreement which, to the knowledge of the Company, establishes that is a material joint venture warranty agreement with respect to its services rendered or legal partnership; its products sold; (ivxiii) any that is an agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness granted any Person any registration rights (including capitalized lease obligationsdemand or piggyback registration rights); (xiv) involving more than $25,000 that is a sales, distribution, supply or under which it has imposed franchise agreement; (xv) that is a contract regarding voting, transfer or may impose) a Security Interest on other arrangements related to the Company’s or any of its assetsSubsidiaries’ capital stock or warrants, tangible options or intangible; (v) other rights to acquire any agreement that purports to limit in any material respect the right of the Company to engage in Company’s or any line of business, or to compete with any person or operate in any geographical location; its Subsidiaries’ capital stock; (vixvi) any employment agreement or consulting agreement which provides for that involves payments in excess of $50,000 per annum (other than employment 75,000 and is not cancelable by the Company or consulting agreements terminable on any of its Subsidiaries with notice of less than thirty (30) days’ notice); days and without Liability, penalty or premium; (viixvii) any that is a settlement, conciliation or similar agreement involving any officerrequiring a payment by the Company or its Subsidiaries in excess of $50,000 or which provides for limitations on the conduct by, director or stockholder of requires conduct by, the Company or any affiliate of its Subsidiaries; (as defined in Rule 12b-2 under the Exchange Actxviii) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation letter of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equitycredit; (iixix) the that is a collective bargaining agreement; (xx) that is a settlement, conciliation or similar agreement will not, as a result of the execution and delivery by the Company of this Agreement with any Governmental Entity or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease pursuant to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to which any outstanding obligations would exist after the Closing; and or (iiixxi) neither the Company nor, that is material to the knowledge Company’s or any of the Company, any other party, is in breach or violation of, or default under, any such agreement, its Subsidiaries’ operations and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectbusiness prospects.

Contracts. (a) Except as disclosed in Section 2.14 3.10(a) of the Company Disclosure Schedule lists and for any Contracts that are listed as an exhibit to a Company SEC Filing and that have been filed with the following agreements SEC, the Company is not a party to or bound by any Contract (other than a Material Real Property Lease) that, in each case: (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) with respect to the Company; (ii) relates to any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract relating to indebtedness for borrowed money or deferred payment (in either case, whether written incurred, assumed, guaranteed or oralsecured by any asset) in excess of $100,000; (iii) required in the past fiscal year or is reasonably likely to require in the current fiscal year either (A) annual payments from Third Parties to the Company of at least $100,000 in the aggregate or (B) annual payments from the Company to Third Parties of at least $100,000 in the aggregate; (iv) relates to any acquisition by the Company of a business or any material assets (other than acquisitions of inventory or equipment in the ordinary course of business) pursuant to which the Company has continuing indemnification or other contingent payment or guarantee obligations, in each case, that could result in payments in excess of $100,000; (v) is a Contract between or among the Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or five percent (5%) stockholders of the Company (other than the Company), on the other hand, other than employment, indemnification, stock option or similar Contracts entered into in the ordinary course of business; (vi) (A) involves any employees of the Company (other than executive officers (as such term is defined in the Exchange Act)) and (x) creates severance, stock, stock option or any similar obligations for the Company (other than pursuant to Company Plans or Company Stock Plans), or (y) requires payment of total annual compensation in excess of $100,000 (excluding any “at will” employment Contracts) or (B) involves any individual consultants and requires payment by its terms of total annual compensation in excess of $100,000; (vii) provides for exclusivity or any similar requirement or pursuant to which the Company is a party as restricted with respect to the research, development, manufacturing, supply, promotion, testing, distribution, marketing, licensing, commercializing or sale of the date of this Agreement (other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeCovered Product; (iiviii) contains any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, covenant granting “most favored nation” pricing provisions or exclusive marketing or distribution rights relating status with respect to any products or territory or has agreed to purchase goods or services exclusively from a certain partyCovered Product; (iiiix) any agreement which, provides for the grant of a material license or receipt of a material license or grant of other material right with respect to Company Intellectual Property which is material to the knowledge Company (except for receipt of a license to commercially available off-the-shelf software with a replacement cost and/or annual license fees of less than $100,000); (x) provides for indemnification by the Company of any Person, except for any such Contract that is not material to the Company, establishes entered into in the ordinary course of business consistent with past practice, or a material joint venture or legal partnershiplicense by the Company of any Intellectual Property rights entered into in the ordinary course of business consistent with past practice; (ivxi) any is a settlement, conciliation or similar agreement (x) with any Governmental Entity or group (y) which would require the Company to pay consideration of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any 100,000 after the date of its assets, tangible or intangible;this Agreement; or (vxii) any agreement that purports is otherwise material to limit in the Covered Products or material to any material respect Company Intellectual Property related to the right Covered Products; or (xiii) contains any covenant that (A) limits the ability of the Company to engage in any line of business, business or to compete with any person Person or operate in at any geographical location; , (viB) could require the disposition of any employment agreement material assets or consulting agreement which provides for payments in excess line of $50,000 per annum business of the Company, or (other than employment C) prohibits or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder limits the right of the Company to research, develop, manufacture, supply, promote, test, distribute, market, license, commercialize or sell any affiliate Covered Products or use, transfer, license, distribute or enforce any Company Intellectual Property, in each case, with respect to this clause (C), which is material to the Company. Each Contract of the type described in Sections 3.10(a)(i) through (xiii) and each Contract that is listed as defined in Rule 12b-2 under the Exchange Act) thereof (an exhibit to a Company SEC Filing is referred to herein as a “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been Company Material Contract.” The Company has made available to Parent);Purchaser prior to the date of this Agreement a complete and correct copy of each Company Material Contract. (viiib) any agreement Except for matters that, individually or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination aggregate, would reasonably be expected to not have a Company Material Adverse Effect; , (i) each Company Material Contract is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar laws, rules Laws of general applicability relating to or regulations affecting creditors’ rights and remedies generally and to general principles (y) the effect of equity whether applied in a court rules of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, including rules of law and general principles of equity governing specific performance, injunctive relief, other equitable remedies (regardless of whether applied such enforceability is considered in a proceeding in equity or at law), concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court of law or before which a court of equity proceeding is brought (clause (x) and will(y) collectively, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior “Enforceability Exception”), (ii) to the Closing; and (iii) neither the Company nor, to the knowledge Knowledge of the Company, any other partyeach Company Material Contract is a valid and binding obligation of the counterparty thereto, enforceable against such counterparty in accordance with its terms, subject to the Enforceability Exception, (iii) the Company is not, and, to the Company’s Knowledge, no counterparty is, in breach or violation of, or default under, any such agreementCompany Material Contract, (iv) to the Company’s Knowledge, the Company has not received any written claim of default under any Company Material Contract, and no event has occurred, is pending or, (v) to the knowledge of Company’s Knowledge, the Company, is threatened, which, after the giving of notice, with lapse of timeCompany has not received any written notice from any Third Party to any Company Material Contract that such Third Party intends to terminate, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Companynot renew, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral4.14(a) to which the Company is sets forth a party true, complete and accurate list, as of the date of this Agreement Agreement, of all of the following Contracts as amended to date which are currently in effect (other than the Transaction Documentationcollectively, “Material Contracts”): (i) any agreement (all Contracts that require annual payments or group of related agreements) for the lease of personal property from expenses incurred by, or to third parties (A) which provides for lease annual payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by income to, the Company on sixty Group of US$200,000 or more (60other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practices) days including sales, advertising, agency, sales promotion, market research, marketing or less prior written noticesimilar contracts; (ii) each Contract with any agreement (or group current employee of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Company Group (A) which calls has continuing obligations for performance over a period payment of more than one yearan annual compensation of at least US$200,000, and which is not cancellable terminable for any reason or no reason upon reasonable notice without penalty by the Company on sixty (60) days payment of any penalty, severance or less prior written notice and involves more than the sum of $25,000 per annum, or other obligation; (B) providing for severance or post-termination payments or benefits to such employee in which excess of US$60,000 (other than COBRA obligations or similar requirements under applicable local Law); or (C) providing for a payment or benefit in excess of US$60,000 upon the Company has granted manufacturing rights, “most favored nation” pricing provisions consummation of the transactions contemplated by this Agreement or exclusive marketing any Ancillary Agreement or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from as a certain partyresult of a change of control of the Company; (iii) any agreement whichall Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement to the knowledge which a member of the Company, establishes Company Group is a material joint venture or legal partnershipparty; (iv) all Contracts relating to any agreement acquisitions or dispositions of assets of value in excess of US$100,000 by the Company Group (other than acquisitions or group dispositions of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any inventory in the ordinary course of its assets, tangible or intangiblebusiness consistent with past practices); (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of businessall IP Contracts, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under separately identifying all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) such IP Contracts under which the Company is obligated to make pay royalties thereunder and all such IP Contracts under which the Company is entitled to receive royalties thereunder; (vi) all Contracts limiting the freedom of the Company Group to compete in any line of business or industry, with any Person or in any geographic area; (vii) all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations, other than Standard Contracts; (viii) all Contracts with or pertaining to the Company Group to which any Affiliate of the Company Group is a party, other than any Contracts relating to such Affiliate’s status as a Company Securityholder or Contracts entered into on arms’ length terms by which any Company Group company provides goods or services to any other Company Group company; (ix) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company Group holds a leasehold interest (including the Lease) and which involve payments or incur costs to the lessor thereunder in excess of $25,000 in any year US$200,000 per year; (x) all Contracts creating or otherwise relating to outstanding Indebtedness (Bother than intercompany Indebtedness) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through aggregate that are valued at US$250,000 or greater; (xi). (b) The Company has delivered or made available all Contracts relating to the Parent a complete and accurate copy voting or control of each agreement listed in Section 2.14 the equity interests of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 Group or the election of directors of the Company Disclosure Schedule: Group (i) other than the agreement is a legal, valid, binding and enforceable obligation organizational or constitutive documents of the Company and Group); (xii) all Contracts not cancellable by the Company Group with no more than ninety (90) days’ notice if the effect of such cancellation would result in full force and effect, except as monetary penalty to the Company Group in excess of US$200,000 per the terms of such enforceability Contract; (xiii) all Contracts that may be limited under applicable bankruptcyterminated, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles the provisions of equity whether applied in a court of law or a court of equity; (ii) the agreement will notwhich may be altered, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby by this Agreement or thereby, cease to be a legal, valid, binding any Ancillary Agreement and enforceable obligation which constitute Material Contracts as defined by the other subsections of this Section 4.14(a); (xiv) all Contracts under which any of the Companybenefits, except as such enforceability may compensation or payments (or the vesting thereof) will be limited under applicable bankruptcy, insolvency and similar laws, rules increased or regulations affecting creditors’ rights and remedies generally and to general principles accelerated by the consummation of equity, whether applied in a court of law the transactions contemplated by this Agreement or a court of equity and willany Ancillary Agreement, or to the amount or value thereof will be calculated on the basis of, the transactions contemplated by this Agreement or any Ancillary Agreement; and (xv) all collective bargaining agreements or other agreement with a labor union, labor organization or works council or other representative of a group of employees. (b) Each Material Contract is (i) a valid and binding agreement, (ii) in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither enforceable by and against the Company Group and, to the Company’s Knowledge, each counterparty that is party thereto, subject, in the case of this clause (iii), to the Enforceability Exceptions. Neither the Company Group nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company’s Knowledge, any other party under such contract, except for any breach, violation to a Material Contract is in material breach or default that (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. The Company Group has not had assigned, delegated or otherwise transferred any of its rights or obligations under any Material Contract or granted any power of attorney with respect thereto. (c) The Company Group is in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and would other instruments or Contracts establishing or evidencing any Indebtedness. The consummation and closing of the transactions contemplated by this Agreement shall not reasonably be anticipated to have a Company Material Adverse Effectcause or result in an event of default under any instruments or Contracts establishing or evidencing any Indebtedness.

Contracts. (a) Section 2.14 SECTION 5.13 of the Company ▇▇▇▇▇▇▇▇ and Acquisition Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is contains a party complete and correct list as of the date hereof of this Agreement all material agreements, contracts and commitments of the following types (other than the Transaction Documentation):and all amendments thereto), written or oral, to which ▇▇▇▇▇▇▇▇ or Acquisition are a party or by which any of its properties is bound: (i) notes, agreements, mortgages, indentures, security agreements and other instruments relating to the borrowing of money or evidence of credit or the deferred purchase price of property, or the direct or indirect guarantee by such entities of any agreement (such indebtedness or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticedeferred purchase price; (ii) any agreement leases of real property and material personal property (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more other than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyLeases); (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnershipJoint Venture agreements; (iv) management, employment and consulting agreements or other contracts for personal services that are not terminable by any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving such entities on not more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleone month's notice without penalty; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of businessagreements providing for liability for severance pay, collective bargaining agreements, labor contracts, or to compete with any person labor or operate in any geographical locationpersonnel policies; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)material surety, performance and maintenance bonds; (vii) any agreement involving plan, contract or arrangement providing for bonuses, pensions, deferred compensation, retirement plan payments, profit sharing, incentive pay, or for any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)employee benefit plan; (viii) any agreement brokerage or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)finder's agreements; (ix) any agreement under which that (a) restricts the consequences right of a default such entities to engage in any place in any line of business, other than in the ordinary course of business or termination (b) would reasonably be expected restrict the right of ▇▇▇▇▇▇▇▇ or any subsidiary of ▇▇▇▇▇▇▇▇ to have a Company Material Adverse Effect;engage in any line of business after the Closing Date, other than in the ordinary course of business; and (x) any contract, commitment or agreement which contains any provisions requiring the Company that individually or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreementaggregate is material to ▇▇▇▇▇▇▇▇ and Acquisition, other than as except contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (Agreement or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course ordinary course of Business, in each case which is not otherwise described in clauses (i) through (xi)business and consistent with past practice. (b) The Company has delivered or ▇▇▇▇▇▇▇▇ and Acquisition have made available to the Parent a Citadel complete and accurate copy correct copies of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listedall material written agreements, contracts and commitments, together with all amendments thereto, and except as set forth accurate (in Section 2.14 all material respects) descriptions of the Company Disclosure Schedule: (i) the agreement is a legalall material oral agreements. Such agreements, valid, binding contracts and enforceable obligation of the Company and commitments are in full force and effect, except as and all of such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company norentities and, to the knowledge best of the Company▇▇▇▇▇▇▇▇'▇ and Acquisition's knowledge, all other parties to such agreements, contracts and commitments have performed all obligations required to be performed by them to date thereunder in all material respects and are not in default thereunder in any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectmaterial respect.

Contracts. (a) Section 2.14 Schedule 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum50,000, or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) other than the Bridge Notes, any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (affiliate, as defined in Rule 12b-2 under the Exchange Act) , thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under Company to which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 Schedule 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 Schedule 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 4(m) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether contracts, agreements, Customer Contracts or Agreements and other written or oral) arrangements to which the Company Sigma6 is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any written agreement (or group of related written agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 15,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (ii) other than as referenced in paragraph (i) immediately preceding, any written agreement (or group of related written agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves Sigma6 reasonably projects will involve more than the sum of $25,000 30,000 per annum, annum or (B) in which $50,000 over the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partylife of such agreement; (iii) any written agreement which, to the knowledge of the Company, establishes concerning a material partnership or joint venture or legal partnershipventure; (iv) any written agreement (or group of related written agreements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit written arrangement requiring confidentiality or noncompetition other than agreements with customers, employees, licensors, vendors or subcontractors in any material respect the right Ordinary Course of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationBusiness; (vi) any employment agreement written arrangement with any of its directors, officers, or consulting agreement which provides for payments in excess employees, or any of $50,000 per annum (its Affiliates other than employment standard contracts for service as employees or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into subcontractors in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiivii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year per annum or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company . Sigma6 has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.14 4(m) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (iA) the agreement written arrangement is a legal, valid, binding binding, enforceable against Sigma6 and, to Sigma6 and enforceable obligation of Seller's Knowledge, the Company other parties thereto and in full force and effect, subject to the Equitable Exceptions; (B) except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied set forth in a court of law or a court of equity; (iiSection 4(m) the agreement will not, as a result of the execution and delivery by Disclosure Schedule, the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease written arrangement will continue to be a legal, valid, binding binding, enforceable and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with on identical terms immediately following the terms thereof as in effect immediately prior Closing, subject to the Closing; Equitable Exceptions and if Newco performs thereunder and does not breach such agreement after the Closing Date, (iiiC) neither the Company norSigma6 is not, nor to the knowledge Knowledge of the Company, Sellers and Sigma6 is any other party, is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or except in the Company orOrdinary Course of Business permit termination, modification, or acceleration, under the written arrangement; and (D) Sigma6 has not, nor to the knowledge Knowledge of the Company, Sellers and Sigma6 has any other party, repudiated any provision of the written arrangement. Sigma6 is not a party under such to any oral contract, except for any breachagreement, violation or default that other arrangement which, if reduced to written form, would be required to be listed in Section 4(m) of the Disclosure Schedule under the terms of this Section 4(m). No unfilled Customer Contract or Agreement obligating Sigma6 to perform services will result in a Material loss to Sigma6 upon completion of performance. Except as set forth in Section 4(m) of the Disclosure Schedule, Sigma6 has not had and would not reasonably be anticipated been notified that any of its customers intends either to have dispute charges under or to terminate early a Company Material Adverse EffectCustomer Contract or Agreement.

Contracts. (a) Section 2.14 Schedule 3.13(a) identifies each of the Company Disclosure Schedule lists following Contracts used in connection with the following agreements (whether written or oral) Pipelogic Business to which the Company Pipelogic is a party or by which it or its properties is bound (each such identified Contract, a “Material Contract”): (i) any Contract that provides for the payment or potential payment by Pipelogic of more than $50,000 in any consecutive 12-month period or more than $50,000 over the remaining life of such Contract other than a Contract that (A) is terminable by any party thereto giving notice of termination to the other party thereto not more than sixty (60) days in advance of the proposed termination date and (B) even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (ii) any Contract that constitutes a purchase order or other Contract relating to the sale, purchase, lease or provision by Pipelogic of goods or services in excess of $50,000 in any 12-month period; (iii) any Contract that grants any Person the exclusive right to sell products or provide services within any geographical region other than a Contract that (A) is terminable by any party thereto giving notice of termination to the other party thereto not more than sixty (60) days in advance of the proposed termination date and (B) even if so terminable, contains no post-termination obligations, termination penalties, buy-back obligations or similar obligations; (iv) any Contract that purports to limit the freedom of Pipelogic to compete in any line of business or with any Person or to conduct business in any geographic location; (v) any Contract relating to the acquisition or disposition by Pipelogic of the equity or assets of any company or any operating business or Interest of another Person (by asset sale, stock sale, merger or otherwise); (vi) any Contract relating to the payment of any Tax or the filing of Tax Returns; (vii) any Contract that is for the sale of goods or services and has not been substantially completed by Pipelogic as of the date of this Agreement (other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties and which (A) which provides for lease payments in excess of $25,000 per annum was entered into by Pipelogic on terms known at the time the Contract was entered into not to be commercially reasonable or (B) which has was entered into with the expectation that Pipelogic would incur a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)loss; (viii) any agreement or commitment for capital expenditures in excess Contract that was entered into outside of $25,000the Ordinary Course of Business of Pipelogic since December 31, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)2017; (ix) any agreement under which the consequences of Contract constituting a default partnership, joint venture or termination would reasonably be expected to have a Company Material Adverse Effectother similar Contract; (x) any agreement which contains Contract relating to indebtedness for borrowed money, any provisions requiring Contract creating a capital lease obligation, any Contract for the Company sale or to indemnify factoring of accounts receivable, any Contract constituting a guarantee of debt of any other party thereto Person or any Contract requiring Pipelogic to maintain the financial position of any other Person; (excluding indemnities contained in xi) any Contract under which Pipelogic has made advances or loans to any other Person; (xii) any outstanding agreements for the purchaseof guaranty, sale surety or license of products indemnification (other than master services agreements entered into in the Ordinary Course of BusinessBusiness of Pipelogic), direct or indirect, by Pipelogic, in each case where the annual obligations under such agreement are more than $10,000; (xiii) any Contract pursuant to which (A) Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000 is licensed to Pipelogic (other than license agreement for unmodified “off-the-shelf” software on generally standard terms and conditions involving total consideration of less than $10,000) or (B) Pipelogic has granted a right with respect to Intellectual Property Rights that are material to the Pipelogic Business or involving consideration in excess of $5,000; (xiv) any Contract that provides for (A) the purchase or sale of real property or (B) the lease (including any master lease covering multiple items of personal property) of any item or items of personal property with a rental expense under such lease (whether for a single item or multiple items); (xixv) any agreementContract providing for the deferred payment of any purchase price including any “earn out” or other contingent fee arrangement; (xvi) any Contract creating a Lien on any of the Pipelogic Assets that will not be discharged at or prior to the Closing; (xvii) any Contract between Pipelogic, on the one hand, and any Affiliate of Pipelogic, on the other than as hand (including any Contract providing for (A) compensation, the acceleration of benefits or the loss of any rights in connection with the consummation of the transactions contemplated by this AgreementAgreement or (B) the indemnification of such Affiliate by Pipelogic); (xviii) any Contract with any Seller or any current or former officer, relating to the future sales director, member, manager, partner, equityholder, consultant or employee of securities Pipelogic or any of the Companyforegoing; (xix) any Contract providing for the employment or engagement of any Person on a full time, part time, consulting or other basis; (xx) any Contract with any labor union or association or other Person representing or seeking to represent any employee of Pipelogic or any other individual who provides services to Pipelogic; (xxi) any Contract between Pipelogic and any Governmental Authority; (xxii) any Contract involving interest rate swaps, cap or collar agreements, commodity or financial future or option contracts or similar derivative or hedging Contracts; (xxiii) any Contract granting to any Person a right of first refusal, first offer or other right to purchase any of the Pipelogic Assets; (xxiv) any Contract requiring Pipelogic to make a payment as a result of the consummation of the transactions contemplated hereby; (xxv) any Contract containing a “most favored nation” clause or similar provision; and (xiixxvi) any Contract with any professional employer organization, personnel staffing organization, employee leasing organization or other agreement (entity that provides personnel services or group of other employment related agreements) (A) under which the Company is obligated or employee benefit related services to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)Pipelogic. (b) The Company has delivered or made available True and complete copies (including all amendments) of each Material Contract have been furnished to Buyer. Each Material Contract is the legal, valid and binding obligation of Pipelogic, and, to the Parent a complete and accurate copy Knowledge of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listedSellers, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, validany other Person party thereto, binding and enforceable obligation against Pipelogic and, to the Knowledge of the Company and in full force and effectSellers, except as such enforceability may be limited under applicable bankruptcyany other Person party thereto, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the its terms thereof as in effect immediately prior subject to the Closing; Creditors’ Rights. No Material Contract has been terminated, and (iii) neither the Company Pipelogic nor, to the knowledge Knowledge of the CompanySellers, any other party, Person is in material breach or violation of, or default under, any such agreementthereunder, and to the Knowledge of Sellers no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred that with notice or lapse of time, or otherwiseboth, would constitute a material breach or default default, or permit termination, modification in any manner adverse to Pipelogic or acceleration thereunder. No party has asserted or has (except by the Company oroperation of Legal Requirements) any right to offset, discount or otherwise ▇▇▇▇▇ any amount owing under any Material Contract except as expressly set forth in such Material Contract. There are no Material Waivers regarding any Material Contract that have not been disclosed in writing to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectBuyer.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of real property (regardless of amount or term), or for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of fifty thousand dollars ($25,000 50,000) per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty six (606) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of fifty thousand dollars ($25,000 per annum50,000), or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershiplimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may reasonably be expected to create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than fifty thousand dollars ($25,000 50,000) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any line agreement for the acquisition of business, the assets or to compete with business of any person other entity (other than purchases of inventory or operate components in any geographical locationthe Ordinary Course of Business); (vi) any employment agreement under which the Company or consulting agreement which provides any Subsidiary has, or may reasonably be expected to have, any liability to an employee or consultant for payments in excess pay or benefits after the ending of $50,000 per annum (other than employment the business relationship with such employee or consulting agreements terminable on less than thirty (30) days’ notice)consultant; (vii) any agreement involving any officer, director or stockholder of the Company or a Subsidiary under which the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant Affiliate has or stock purchase agreements the forms of which may reasonably be expected to have been made available to Parent)any liability or obligation; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to, be material to have the Company and the Subsidiaries, taken as a Company Material Adverse Effectwhole; (xix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that purports on its face to bind any Affiliate of the Company or any Subsidiary (other than the Company or any Subsidiary) in any way, including, but not limited to, prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in. (xi) any agreementagreement under which the Company or any Subsidiary is restricted or prohibited from selling, other than as contemplated by this Agreementlicensing or otherwise distributing any of its technology or products, relating to the future sales or providing services to, customers or potential customers or any class of securities customers, or otherwise engaging in a material aspect of the Company’s business in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xii) any agreement which would entitle any third party to receive a license or any other right to intellectual property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xiixiii) any other agreement (or group of related agreements) either involving more than fifty thousand dollars (A$50,000) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in 2.12 or Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.2.14

Contracts. (a) All material contracts required to be filed prior to the date hereof by the Company or any of its Subsidiaries pursuant to Regulation S-K have been filed as exhibits to, or incorporated by reference in, a Company SEC Document filed after December 31, 2001 and prior to the date hereof (such agreements, the "COMPANY SEC AGREEMENTS"). Except as entered into after the date hereof in compliance with the terms of this Agreement, Section 2.14 of 4.16 to the Company Disclosure Schedule lists all written or oral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a "CONTRACT"), other than any Contract that is a Company SEC Agreement, that fall within any of the following agreements categories: (whether written i) Contracts not entered into in the ordinary course of business, other than those that are not material to the Company's business, (ii) joint venture, partnership and similar Contracts, (iii) service Contracts or oralequipment leases involving payments by the Company of more than $100,000 per year or $250,000 in the aggregate, (iv) Contracts that contain minimum purchase conditions in excess of $250,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company or its Affiliates, or any customer, licensee or lessee thereof, (v) Contracts relating to any outstanding commitment for capital expenditures in excess of $100,000 per Contract, (vi) Contracts containing covenants purporting to limit the freedom of the Company to compete in any line of business in any geographic area or to hire any individual or group of individuals, (vii) Contracts that, after the Effective Time, would have the effect of limiting the freedom of Parent or its Subsidiaries (other than the Company and its subsidiaries) to compete in any line of business in any geographic area or to hire any individual or group of individuals, (viii) Contracts relating to the lease or sublease of or sale or purchase of, or the servicing of, real or personal property involving any annual expense or price in excess of $100,000, (ix) Contracts with any labor organization or union, (x) Contracts relating to indebtedness for borrowed money (including guaranties) or to any sale-leaseback or leveraged lease or that is an interest rate swap, equity swap or other swap or derivative instrument, other than trade payables and accrued expenses arising in the ordinary course of business consistent with past practices, (xi) Indentures, mortgages, promissory notes, loan agreements, guarantees of borrowed money, letters of credit or other Contracts or instruments of the Company or any of its Subsidiaries or commitments for the borrowing or the lending by the Company or any of its Subsidiaries or providing for the creation of any charge, security interest, encumbrance or lien upon any of the assets of the Company or any of its Subsidiaries, (xii) Contracts with the 10 largest customers of the Company and its Subsidiaries on a consolidated basis, based on revenues derived from such customers for the calendar month of May 2002 (provided that, for purposes of this paragraph, any group of affiliated or commonly owned or controlled customers shall be treated as a single customer), (xiii) Contracts providing for "earn-outs," "savings guarantees," "performance guarantees," or other contingent payments by the Company in excess of $50,000 in the aggregate, (xiv) Contracts with or for the benefit of any Affiliate of the Company or immediate family member thereof (other than the Company's Subsidiaries), (xv) Contracts pursuant to which the Company is a party as or any of its Subsidiaries obtains the date of this Agreement (right to use any Intellectual Property from any Person other than the Transaction Documentation):Company or any of the Company's Subsidiaries, (ixvi) Contracts giving any agreement (or group Person the right to require the Company to register shares of related agreements) for the lease of personal property from capital stock or to third parties participate in any such registration, (Axvii) which provides for lease payments in excess Contracts outside of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the ordinary course of business that contain material indemnification obligations of the Company on sixty (60) days or less prior written notice;any of its Subsidiaries to any Person, (iixviii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) material Contracts under which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annumthere are, or (B) have been in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichpast six months, to the knowledge of the Company, establishes any material default by any party thereto, including the Company and its Subsidiaries, (xix) Contracts, or amendments or supplements, that individually or in the aggregate, amount to a material joint venture change to the terms of payment or legal partnership;payment practices with respect to existing Contracts relating to a non-de minimis portion (by dollar value or number of customers or number of suppliers) of the Company's accounts receivable or accounts payable, (ivxx) Contracts having the effect of limiting the freedom of any agreement (Person to compete with the Company or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage Subsidiaries in any line of business, business in any geographic area or to compete with hire any person individual or operate in group of individuals employed by the Company or any geographical location;of its Subsidiaries, and (vixxi) Contracts outside the ordinary course of business with respect to the sale, disposition or encumbrance of any employment agreement assets or consulting agreement which provides for payments businesses material to the business of the Company as presently conducted. The Company SEC Agreements, together with the Contracts required to be disclosed in excess Section 4.16 of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice);the Company Disclosure Schedule are referred to herein as the "COMPANY DISCLOSED CONTRACTS". The Company has previously made available to Parent true and complete copies of those Company Disclosed Contracts requested by Parent. (viib) any agreement involving any officer, director or stockholder Each of the Company Disclosed Contracts is a valid and binding obligation of the Company or any affiliate (as defined in Rule 12b-2 under one of its Subsidiaries and, to the Exchange Act) thereof (an “Affiliate”) (knowledge of the Company, the valid and binding obligation of each other than stock subscriptionparty thereto, stock optionexcept for such Company Disclosed Contract that, restricted stockif not so valid and binding, warrant could not, individually or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would aggregate, reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring Effect on the Company. Neither the Company nor any of its Subsidiaries is or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease alleged to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, is any other partyparty thereto, is in breach or violation of or in default in respect of, nor has there occurred an event or default undercondition, any such agreement, and no event has occurred, is pending or, to that with the knowledge passage of the Company, is threatened, which, after the time or giving of notice, with lapse of time, notice (or otherwiseboth), would constitute a breach material default under or default by permit the Company ortermination of, or give rise to or accelerate the knowledge timing of the Companyany material rights or penalties under, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectDisclosed Contract.

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (affiliate, as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act) ”), thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) arrangements to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):party: (ia) any agreement (or group of related agreements) written arrangement for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 15,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (iib) any agreement (or group of related agreements) written arrangement for the purchase licensing or sale distribution of software, products or other personal property or for the furnishing or receipt of services services: (Ai) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty ; (60ii) days or less prior written notice and which involves more than the sum of $25,000 per annum, 15,000; or (Biii) in which the Company has granted manufacturing rightsrights to license, “sublicense or copy, "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iiic) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a material partnership or joint venture or legal partnershipventure; (ivd) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (ve) any agreement that purports to limit in written arrangement concerning confidentiality or noncompetition; (f) any material respect the right written arrangement with any of the Company to engage in any line of businessStockholders or their affiliates, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) thereof (an “Affiliate”") (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent"Affiliates"); (viiig) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectmaterial adverse effect on the assets, business, financial condition, results of operations or future prospects of the Company; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiih) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) written arrangement including those not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses Business involving more than $15,000; (i) through (xi).other than arrangements pursuant to the Company's standard form maintenance and/or support agreement, the form of which has been provided to the Buyer, any written arrangement under which the Company provides maintenance or support services to any third party with regard to the Company's products and any written arrangement containing a commitment by the Company to provide support for any such products for more than one year from the date of this Agreement; and (bj) any written arrangement by which the Company agrees to make available any Stalker series, WebStalker series or other product. The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company and in full force and effecteffect with respect to the Company and, to the Company's knowledge the written arrangement is legal, valid, binding and is enforceable and in full force and effect with respect to each other party thereto, except as such enforceability enforcement may be limited under applicable by bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws effecting the enforcement of creditors' rights generally, and similar lawsexcept that the availability of equitable remedies, rules or regulations affecting creditors’ rights and remedies generally and including specific performance, is subject to general principles the discretion of equity whether applied in a the court of law or a court of equitybefore which any proceedings therefor may be brought; (ii) the agreement written arrangement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the ClosingClosing and does not require the consent of any party to the transactions contemplated hereby; and (iii) neither the Company noris not in breach or default, to the knowledge of the Company's knowledge, any no other party, party thereto is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, occurred which, after the giving of notice, with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the written arrangement. The Company oris not a party to any oral contract, agreement or other arrangement which, if reduced to the knowledge written form, would be required to be listed in Section 2.14 of the Company, any other party Disclosure Schedule under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthe terms of this Section 2.14.

Contracts. (a) Section 2.14 of the The Company Disclosure Schedule lists the following agreements has made available to Parent true, correct and complete copies of, all contracts, agreements, commitments, arrangements, leases (whether written or oralincluding with respect to personal property) and other instruments to which the Company or any of its Subsidiaries is a party as of the date hereof or by which the Company, any of this Agreement (other than its Subsidiaries or any of their respective properties or assets is bound as of the Transaction Documentation):date hereof which: (i) any agreement (would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty disclosed by the Company on sixty (60) days or less prior written noticea Current Report on Form 8-K; (ii) contains covenants that limit the ability of the Company or any agreement of its Subsidiaries (or group which, following the consummation of related agreementsthe Merger, could materially restrict the ability of the Surviving Corporation) for the purchase or sale to compete in any material line of products or for the furnishing or receipt business of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) or any of its Subsidiaries, except for any such contract that may be canceled without any penalty or other liability to the Company or any of its Subsidiaries upon notice of 60 days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyless; (iii) any with respect to a joint venture, partnership, limited liability or other similar agreement which, or arrangement relating to the knowledge formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the CompanyCompany and the Subsidiaries, establishes taken as a material joint venture or legal partnershipwhole; (iv) involve any agreement (exchange-traded or group over-the-counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest-rate or foreign currency protection contract, other than any such contracts entered into in the ordinary course of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblebusiness; (v) any agreement that purports relate to limit (A) indebtedness for borrowed money and having an outstanding principal amount in any material respect excess of $50,000,000 or (B) conditional sale arrangements, the right sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationand its Subsidiaries under such contract are greater than $50,000,000; (vi) any employment agreement was entered into after December 31, 2005, involving the acquisition or consulting agreement which provides disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for payments aggregate consideration under such contract in excess of $50,000 per annum 50,000,000 (other than employment acquisitions or consulting agreements terminable on less than thirty (30) days’ noticedispositions of assets in the ordinary course of business, including acquisitions and dispositions of inventory); (vii) any agreement involving any officer, director or stockholder of by its terms calls for aggregate payments by the Company and its Subsidiaries or any affiliate (as defined in Rule 12b-2 aggregate payments to the Company and its Subsidiaries under such contract of more than $25,000,000 over the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms remaining term of which have been made available to Parent)such contract; (viii) with respect to any agreement acquisition by the Company or commitment for capital expenditures its Subsidiaries pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that could result in payments in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)25,000,000; (ix) involve any agreement under which directors, executive officers or 5% stockholders of the consequences of a default Company that cannot be canceled by the Company within 30 days’ notice without liability, penalty or termination would reasonably be expected to have a Company Material Adverse Effectpremium; (x) involve any agreement which contains labor union or other employee organization, including any provisions requiring the Company works council or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale foreign trade union or license of products entered into in the Ordinary Course of Business)trade association; (xi) obligate the Company or any agreementof its Subsidiaries to provide indemnification or a guarantee, other than as contemplated by this Agreement, relating to obligations incurred in the future sales ordinary course of securities business or involve amounts in excess of the Company$25,000,000; andor (xii) any other agreement (or group is an IP License. Each contract of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise type described in clauses (i) through (xi)xii) is referred to herein as a “Material Contract”. (b) The Except as would not have a Material Adverse Effect, (i) each Material Contract is valid and binding on the Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 any Subsidiary of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement which is a legalparty thereto and, valid, binding and enforceable obligation of to the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation Knowledge of the Company, except as such enforceability may be limited under applicable bankruptcyeach other party thereto, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be is in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiii) neither the Company norand its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract. There is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge Knowledge of the Company, by any other party, is in breach or violation of, or default under, any such agreement, and no event has occurredoccurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, is pending or, or to the knowledge Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contractparty, except for any breach, violation or default that has not had and which would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 3.11 (a) of the Company Disclosure Schedule lists the following agreements (whether written identifies each material license agreement, development agreement, manufacturing agreement, distribution agreement, OEM agreement or oral) other agreement to which the Company is a party party. (b) Except as set forth on Section 3.11(b) of the date of this Agreement (other than the Transaction Documentation):Company Disclosure Schedule: (i) any agreement (The Company has no agreements, contracts or group of related agreements) commitments that call for the lease of personal property from prospective fixed and/or contingent payments or expenditures by or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeof more than $50,000 other than those entered into in the ordinary course of its business concerning the sale of Company Products; (ii) any agreement (The Company has no purchase agreement, contract or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which commitment that calls for performance over a period of more than one year, is not cancellable without penalty fixed and/or contingent payments by the Company on sixty (60) days or less prior written notice that are in excess of the normal, ordinary and involves more than usual requirements of the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyCompany's business; (iii) There is no outstanding sales contract, commitment or proposal (including, without limitation, development projects) of the Company that is reasonably likely to result, either individually or in the aggregate, in any agreement which, Material Adverse Change to the knowledge of the Company, establishes a material joint venture Company upon completion or legal partnershipperformance thereof; (iv) The Company has no outstanding agreements, contracts or commitments with officers, employees, agents, consultants, advisors, salesmen, sales representatives, distributors or dealers that are not cancelable by it on notice of not longer than thirty days and without liability, penalty or premium exceeding $50,000 in any agreement (single instance or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible75,000 in the aggregate; (v) The Company has not entered into any agreement employment, independent contractor or similar agreement, contract or commitment that purports to limit in is not terminable on not more than thirty days' notice without penalty or liability of any material respect the right of the Company to engage in any line of businesstype, including without limitation severance or to compete with any person or operate in any geographical locationtermination pay; (vi) any employment agreement The Company has no collective bargaining or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment union agreements, contracts or consulting agreements terminable on less than thirty (30) days’ notice)commitments; (vii) The Company is not restricted by agreement from competing with any agreement involving person, from carrying on its business anywhere in the world or otherwise operating its business in any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)manner it deems appropriate; (viii) The Company has not guaranteed any agreement obligations of other Persons or commitment for capital expenditures in excess made any agreements to acquire or guarantee any obligations of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects);other Persons; and (ix) The Company has no outstanding loan or advance to any agreement under which Person; nor is it party to any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort that would permit the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring borrowing by the Company or to indemnify of any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into sum not reflected in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)Financial Statements. (bc) The Company has delivered or made available to the Parent a Purchasers or their legal counsel accurate and complete and accurate copy copies of each agreement listed all written contracts identified in Section 2.14 3.11 (a) and (b) of the Company Disclosure Schedule, including all amendments thereto. With respect to each agreement so listed, Sections 3.1l (a) and except as set forth in Section 2.14 (b) of the Company Disclosure Schedule: (i) Schedule contain a complete list of all the agreement material contracts to which the Company is a legal, valid, binding party. The Company has not entered into any material oral contracts. Each contract identified in Sections 3.11 (a) and enforceable obligation (b) of the Company Disclosure Schedule (a "COMPANY MATERIAL CONTRACT") is valid and in full force and effect, except as such enforceability may be limited under applicable bankruptcyis enforceable by the Company in accordance with its terms, subject to (i) laws of general application relating to insolvency and similar laws, rules or regulations affecting creditors’ rights the relief of debtors and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and will continue to be so immediately following the Closing Date. No such contract, agreement will notor instrument contains any liquidated damages, as a result of penalty or similar provision. To the execution and delivery by the Company's knowledge, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or instrument. (i) The Company of this Agreement has not violated or the Transaction Documentationbreached, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, committed any other party, is in breach or violation of, or default under, any such agreementCompany Material Contract in any material respect, and and, to the Company's knowledge, no other Person has violated or breached, or committed any default under, any Company Material Contract in any material respect; and (ii) to the Company's knowledge, no event has occurred, is pending orand no circumstance or condition exists, that (with or without notice or lapse of time) will, or could reasonably be expected to, (A) result in a material violation or breach of any of the provisions of any Company Material Contract, (B) give any Person the right to declare a default or exercise any remedy under any Company Material Contract, (C) give any Person the knowledge right to accelerate the maturity or performance of any Company Material Contract or (D) give any Person the right to cancel, terminate or modify any Company Material Contract. (e) None of the Company's Material Contracts contains any provision which would require the consent of third parties to the sale and issuance of the Purchased Securities or the subsequent sale of any of the Preferred Shares, is threatenedConversion Shares and Warrant Shares, which, after the giving of notice, with lapse of timeabove, or otherwise, would constitute a breach or default by the Company or, to the knowledge any of the Company, other transactions as contemplated hereunder or under any other party under of the Related Agreements or which would be altered as a result of such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effecttransaction.

Contracts. (a) Section 2.14 of Except for this Agreement, neither the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company nor any of its Subsidiaries is a party to or bound by any Contract (i) which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement that has not been filed or incorporated by reference in the Company SEC Documents; (ii) which constitutes a Contract or commitment relating to indebtedness for borrowed money or the deferred 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 restrict or affect the conduct of business of any Affiliate of the Company (or any Affiliate of any such Affiliate of the Company); (iv) that (A) contains most favored customer pricing provisions or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any person, in each case under this clause (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole; (v) which was entered into after September 27, 2008 or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another person for aggregate consideration in excess of $250,000 (other than acquisitions or dispositions of assets in the Transaction Documentation): ordinary course of business); (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (Avi) which provides by its terms calls for lease aggregate payments by the Company or its Subsidiaries of more than $250,000 over the remaining term; (vii) which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $25,000 per annum 250,000; or (Bviii) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) grants any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum Intellectual Property (other than employment commercially available, off-the-shelf software). Each Contract, arrangement, commitment, agreement, license, permit, bond, mortgage, indenture or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder understanding of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise type described in clauses (i) through (xivii) of this Section 4.11, whether or not set forth in the Company Disclosure Letter or in the Company SEC Documents, is referred to herein as a “Company Contract” (for purposes of clarification, each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement, whether or not filed with the SEC, is a Company Contract). A true and complete list of the Company Contracts is set forth in Section 4.11(a) of the Company Disclosure Letter. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) Each Company Contract is valid and binding on the agreement Company and any of its Subsidiaries that is a legalparty thereto, validas applicable, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency effect and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will notCompany, as a result each of the execution its Subsidiaries and delivery by the each other party to each Company of this Agreement or the Transaction DocumentationContract, or the consummation by the Company of the transactions contemplated hereby or thereby, cease has performed all obligations required to be a legal, valid, binding and enforceable obligation performed by it under each Company Contract. To the Knowledge of the Company, except as no event or condition exists which constitutes, or, after notice or lapse of time or both, will constitute, a default under any such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with Company Contract on the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge part of the Company, any other party, is in breach of its Subsidiaries or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthereto.

Contracts. (a) Section 2.14 Schedule 6.18 of the Company Disclosure Schedule lists Statement sets forth the following oral or written contracts and other agreements (whether written or oral) to which the Company or any of its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):party: (ia) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of One Hundred Thousand Dollars ($25,000 100,000) per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (iib) any agreement (or group of related agreements for the purchase or sale of supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which involve consideration in excess of One Hundred Thousand Dollars ($100,000) per annum; PROVIDED, HOWEVER, that this clause (b) shall not include any employment agreement included pursuant to clause (e) below or excluded from clause (e) below by virtue of the monetary threshold set forth therein; (c) any agreement concerning a partnership or joint venture; (d) any agreement (or group of related agreements, with the same third party or any of its Affiliates) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in under which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it its Subsidiaries has created, incurred, assumed assumed, or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligationsobligation, in excess of One Hundred Thousand Dollar ($100,000) involving more than $25,000 per annum or under which it has imposed (or may impose) a Security Interest lien on any of its material assets, tangible or intangible; (ve) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder an employee of the Company or any affiliate of its Subsidiaries, providing for a base salary per annum in excess of One Hundred Thousand Pounds Sterling (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parentpound)100,000); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiif) any other agreement (or group of related agreementsagreements with the same third party) (A) under the performance of which the Company is obligated to make payments or incur costs involves consideration in excess of One Hundred Thousand Dollars ($25,000 in 100,000) per annum; PROVIDED HOWEVER, that this clause (f) shall not include any year or employment agreement excluded from clause (Be) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 above by virtue of the Company Disclosure Schedulemonetary threshold set forth therein. The foregoing are referred to hereafter as the "Material Contracts". With respect to each agreement so listedthe Material Contracts, and except as set forth in Section 2.14 Schedule 6.18 of the Company Disclosure ScheduleStatement: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be all are in full force and effect against the Company or any of its Subsidiaries in accordance with their terms, except that such enforceability may be subject to bankruptcy, insolvency and other similar laws effecting debtors' rights or creditors' rights generally and except that the terms thereof as in effect immediately prior remedies of specific performance, injunction and other forms of equitable relief may not be available; (ii) neither the Company nor any of its Subsidiaries and to the ClosingCompany's knowledge no other party thereto is, in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; and (iii) neither the Company nornor any of its Subsidiaries has assigned any of its rights or obligations under any of the Material Contracts; (iv) neither the Company nor any of its Subsidiaries has received any outstanding notice of cancellation or termination in connection with any of them; and (v) neither the Company nor any of its Subsidiaries is, and to the Company's knowledge no party thereto is the subject of the Companybankruptcy proceedings, any other party, nor has had a trustee appointed on its behalf or is in breach or violation of, or default under, any such agreement, and no event insolvent. The Company has occurred, is pending or, delivered to the knowledge Parent and Merger Sub a correct and complete copy of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, each written Material Contract (as amended to the knowledge date of the Company, any other party under such contractthis Agreement), except for any breachthe Coop Agreements and Conduit Agreements listed on Schedule 6.11 of the Company Disclosure Statement, violation or default that has not had and would not reasonably be anticipated a written summary setting forth the terms and conditions of each oral agreement constituting a Material Contract referred to have a in Schedule 6.18 of the Company Material Adverse EffectDisclosure Statement.

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements written arrangements (whether including without limitation written or oralagreements) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 50,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeannum; (ii) any agreement written arrangement (or group of related agreements) written arrangements), currently in force or effect or which by its terms may in the future be in force or effect, for the purchase licensing or sale distribution of software, products or other personal property or for the furnishing or receipt of services (Ai) which calls for performance by the Company or any Subsidiary (other than the performance solely of indemnification obligations) over a period of more than one yearyear following the date hereof, is not cancellable without penalty by (ii) which involves the Company on sixty (60) days payment or less prior written notice and involves receipt of more than the sum of $25,000 per annum100,000 following the date hereof, or (Biii) in which the Company or any Subsidiary has granted manufacturing rightsrights to license, “sublicense or copy, "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a material partnership or joint venture or legal partnershipventure; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 50,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any written arrangement concerning confidentiality, non- solicitation or non-competition (other than the Company's standard form of confidentiality, nonsolicitation and non-competition agreement that purports with its employees, a copy of which has been provided to limit in the Buyer or its advisors, and the nondisclosure agreements entered into among any material respect the right of the Company to engage Parties in any line of business, or to compete connection with any person or operate in any geographical locationthe transactions contemplated by this Agreement); (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement written arrangement involving any officer, director or stockholder of the Company Stockholders or any affiliate their Affiliates (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license purposes of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) "Affiliate" shall mean (A) in the case of an individual, the members of the immediate family (including parents, siblings and children) of (i) the individual and (ii) the individual's spouse, and (iii) any Business Entity that directly or indirectly, through one or more intermediaries controls, or is controlled by, or is under which common control with any of the Company is obligated to make payments or incur costs in excess of $25,000 in any year foregoing individuals, or (B) not entered into in the Ordinary Course case of Businessa Business Entity, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law another Business Entity or a court of equity; (ii) the agreement will notperson that directly or indirectly, as a result of the execution and delivery by the Company of this Agreement through one or the Transaction Documentationmore intermediaries controls, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and willis controlled by, or to be in full force and effect in accordance is under common control with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.Business Entity);

Contracts. (a) Section 2.14 2.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (affiliate, as defined in Rule 12b-2 under the Exchange Act) , thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under Company to which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.13 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) The Company has made available to Parent true, complete and correct copies of the following agreements scheduled in Section 2.14 4.7 of the Company Disclosure Schedule lists (the following agreements (whether written or oral"Contracts") to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for other than sales orders entered into in the lease of personal property from or to third parties (A) which provides for lease payments ordinary course, agreements with consideration in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice100,000; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for agreements involving performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum year with consideration in excess of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party100,000; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture agreements containing confidentiality or legal partnershipnon-competition provisions; (iv) other than purchase orders entered into in the ordinary course, any agreement concerning a partnership or joint venture or any other agree ment involving a sharing of profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person; (or group of related agreementsv) other than purchase orders entered into in the ordinary course, any agreement under which it the Company or any of its Subsidiaries has created, incurred, assumed or guaranteed (any indebtedness or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than obligation, in excess of $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location50,000; (vi) any employment agreement entered into during the prior three years, providing for the acquisition or consulting agreement which provides for payments in excess disposition of $50,000 per annum (other than employment a significant amount of assets or consulting agreements terminable on less than thirty (30) days’ notice)a line of business; (vii) any agreement involving any officerentered into during the prior three (3) years, director providing for the purchase, redemption or stockholder issuance of Common Stock the performance of which involves consideration of more than $250,000 other than redemption of Common Stock pursuant to the Company's stock repurchase plan announced in the Company's Quarterly Report for the quarter ended March 31, 2000, filed May 12, 2000, by which the Company or any affiliate is authorized to repurchase up to $1,000,000 of its shares (as defined in Rule 12b-2 under through December 31, 2000, the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms Company had repurchased 22,300 shares of which have been made available to Parentits Common Stock for $324,000);; and (viii) each material written amendment, supplement and modification in respect of any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)foregoing. (b) The To the Knowledge of the Company, (i) all Contracts are in full force and effect and constitute valid and binding agreements of the Company has delivered or made available to its Subsidiaries and the Parent other parties thereto in accordance with their respective terms, and (ii) the consummation of the transactions contemplated hereby will not, in any material respect, violate, or constitute a complete and accurate copy of each agreement listed breach under, any such Contract. Except as set forth in Section 2.14 4.7(b) of the Company Disclosure Schedule. With , neither the Company nor any of its Subsidiaries are in default in any material respect under any of such written Contracts, have not received any written notice of such a default, and, to each agreement so listed, and except as set forth in Section 2.14 the Knowledge of the Company Disclosure ScheduleCompany: (i) the agreement no other party to any such Contract is a legal, valid, binding in default in any material respect thereunder and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred or condition exists that with notice or lapse of time, time or otherwise, both would constitute such a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthereunder.

Contracts. (a) Section 2.14 Schedule 3.11 contains a complete and accurate list of the Company Disclosure Schedule lists the following agreements (whether written all existing Contracts and all amendments thereto and waivers thereunder of Seller or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Subsidiary that: (i) any agreement (or group of related agreements) for the lease of personal property from involve payments by or to third parties (A) which provides for lease payments Seller or a Subsidiary either of more than $100,000 per year or more than $250,000 in excess of $25,000 per annum or (B) which has a remaining the aggregate over the full term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticethereof; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyare with Business Employees; (iii) contain any agreement which, to provision or covenant prohibiting or limiting the knowledge ability of Seller or a Subsidiary or a purchaser of the CompanyCATV Business to engage in any activity relating to or involving the CATV Business (including geographical restrictions) or to compete, establishes a material joint venture directly or legal partnershipindirectly, with any Person; (iv) create or obligate Seller or a Subsidiary or a purchaser of the CATV Business to (i) provide funds to make any agreement investment in any Person (in the form of a loan, capital contribution, purchase of securities or group of related agreementsotherwise) under which it has created, incurred, assumed or guaranteed (ii) to participate in any joint venture or may create, incur, assume similar arrangement with respect to or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 affecting the CATV Business or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblethe Purchased Assets; (v) any agreement that purports relate to limit in any material respect license affecting the right of CATV Business or the Company to engage in any line of business, or to compete with any person or operate in any geographical location;Purchased Assets; and (vi) constitute any employment agreement other agreement, commitment, arrangement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been plan not made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences ordinary course of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating business that is material to the future sales of securities of the Company; and CATV Business (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xivi) collectively, the "Material Contracts"). (b) The Company has delivered aggregate remaining payment obligations under non-cancelable without premium or made available penalty (according to their terms) Assumed Contracts that are not required to be listed because they do not meet the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as dollar threshold amounts or other criteria set forth in Section 2.14 of the Company Disclosure Schedule: 3.11(a) will not exceed $100,000 for their remaining existing term (inot including any extensions or renewals thereof). (c) the agreement Each Material Contract is a legal, valid, binding and enforceable obligation of against Seller or the Company applicable Subsidiary and, to Seller's knowledge, the other parties thereto in accordance with its terms and is in full force and effect. Except as set forth on Schedule 3.11, except as such enforceability may be limited neither Seller nor any Subsidiary has received any notice that it is in material default under applicable bankruptcyor in breach of or is otherwise delinquent in any material manner in performance under any Material Contract, insolvency and similar lawsand, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will notSeller's knowledge, as a result each of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease other parties thereto has performed all material obligations required to be a legalperformed by it under, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied is not in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or material default under, any such agreement, Material Contract and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of noticeoccurred that, with notice or lapse of time, or otherwiseboth, would constitute such a breach material default. Seller or default by the Company or, a Subsidiary has made available to the knowledge Buyer true and complete copies of the Company, any other party under such contract, except for any breach, violation or default that has not had all Material Contracts and would not reasonably be anticipated to have a Company Material Adverse Effectamendments thereto.

Contracts. (a) Section 2.14 Schedule 5.10(a) sets forth all of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party Contracts as of the date of this Agreement (other than the Transaction Documentation): “Material Contracts”): (i) any agreement Contract between an Acquired Company, on the one hand, and any Affiliate of either Acquired Company or the Seller, on the other hand; (ii) any Contract that provides for gathering, transportation, marketing, processing, treating or group of related agreementsstorage services; (iii) any Contract that provides for the lease of personal property from or to third parties (A) which provides for lease the construction or operation of processing plants, gathering systems or other related assets or (B) acreage dedications or minimum volume commitments, in each case involving annual payments or receipts in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months 250,000 and that is not cancellable cancelable without further penalty by the Company or other material payment on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of not more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ prior written notice); ; (viiiii) any agreement involving any officer, director or stockholder Contract evidencing Indebtedness of the Company Acquired Companies or creating any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) security interest, lien or encumbrance (other than stock subscriptionPermitted Encumbrances and other than any of the Easements) on any asset of any Acquired Company; (iv) any Contract that constitutes an area of mutual interest agreement or any other agreement that purports to restrict, stock optionlimit or prohibit the manner in which, restricted stockor the locations in which, warrant the Acquired Companies conduct business that will be binding on the Acquired Companies after the Closing; and (v) any other Contract to which an Acquired Company is a beneficiary or stock purchase agreements obligor that can reasonably be expected to result in aggregate payments or receipts by an Acquired Company of more than $250,000 during the forms of which have been made available to Parent);current or any subsequent year. (viiib) Except as set forth on Schedule 5.10(b), each Material Contract set forth (or required to be set forth) on Schedule 5.10(a) is a legal, valid and binding obligation against the applicable Acquired Company and, to the knowledge of Seller, each other party thereto, is enforceable in accordance with its terms against the applicable Acquired Company, and to the knowledge of Seller, each other party thereto and is in full force and effect, subject to any agreement bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or commitment for capital expenditures other Laws, now or hereafter in excess effect, relating to or limiting creditors’ rights generally and to general principles of $25,000equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). Neither the applicable Acquired Company nor, for a single project (it being represented to the knowledge of Seller, any other party thereto, is in default under any Material Contract, and warranted that no event, occurrence, condition or act has occurred that, with the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in giving of notice, the aggregate for all projects); (ix) lapse of time or the happening of any agreement under which the consequences of other event or condition, would become a default or termination event of default by such Acquired Company or, to the knowledge of Seller, any other party thereto, that in each case would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 10,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticethree months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum10,000, or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichdealer, to the knowledge of the Companyjoint marketing or development contract or agreement, establishes a material joint venture or legal partnershipany sales representative, remarketer or referrer or similar agreement; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment sales of products in the Ordinary Course of Business) or consulting agreements terminable on less any agreement for the acquisition of the assets or business of any other entity (other than thirty (30) days’ noticepurchases of inventory or components in the Ordinary Course of Business); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) concerning confidentiality (other than stock subscription, stock option, restricted stock, warrant or stock purchase standard non-disclosure agreements entered into in the forms Ordinary Course of which have been made available to ParentBusiness); (viii) any agreement employment or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)consulting agreement; (ix) any agreement involving any current or former officer, director, manager or equityholder of the Company or an Affiliate thereof; (x) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xxi) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xixii) any agreement, other than as contemplated by this Agreement, relating agreement that could reasonably be expected to have the future sales effect of securities prohibiting or impairing the conduct of the business of the Company, ▇▇▇▇.▇▇▇ or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xiii) any agreement under which the Company is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xiv) any agreement which would entitle any third party to receive a license or any other right to intellectual property of ▇▇▇▇.▇▇▇ or any of ▇▇▇▇.▇▇▇’s Affiliates following the Closing; and (xiixv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $100,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent ▇▇▇▇.▇▇▇ a complete and accurate copy of each agreement listed in Section 2.14 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge Knowledge of the CompanyCompany and the Equityholders, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreement.

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum25,000, or (BC) in which the Company Seller has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, milestone or similar payments by the Seller with respect to the knowledge development or sale of the Company, establishes a material joint venture or legal partnershipany product; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may be required to impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement that purports to limit in for the disposition of any material respect the right significant portion of the Company to engage in assets or business of the Seller or any line agreement for the acquisition of business, the assets or to compete with business of any other person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment purchases of inventory or consulting agreements terminable on less than thirty (30) days’ noticecomponents in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with service providers, suppliers or employees of the Seller containing terms and conditions substantially as set forth in the Seller’s standard form of agreement, copies of which have previously been delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Seller in the Ordinary Course of Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or stockholder of the Company Seller or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viiixi) any agreement or commitment for capital expenditures not otherwise listed in excess Section 2.15(a) of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Seller Material Adverse Effect; (xxii) any agreement which contains any provisions requiring the Company or Seller to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xixiii) any agreement, other than as contemplated by this Agreement, agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the future sales Seller from any Governmental Entity; (xiv) any agreement that would reasonably be expected to have the effect of securities prohibiting or impairing the conduct of the Companybusiness of the Seller or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; and (xiixv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Seller has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, is assignable by the Seller to the Buyer without the consent or approval of any party (except as a result set forth in Section 2.4 of the execution Disclosure Schedule) and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease will continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Seller nor, to the knowledge of the CompanySeller, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanySeller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company Seller or, to the knowledge of the CompanySeller, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreement.

Contracts. Except for contracts, commitments, plans, agreements and licenses described in Schedule 3.7, (true and complete copies of which will have been made available to Buyer on or prior to the Delivery Date), the Company is not a party to or subject to any: (a) Section 2.14 investment management or investment advisory or sub-advisory contract or any other contract for the provision of the Company Disclosure Schedule lists the following agreements (whether written Investment Management Services or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Brokerage Services; (ib) any agreement with respect to solicitation of prospective Clients or of prospective investors for the Mutual Funds; (c) plan or contract providing for bonuses, pensions, options, stock (or group of related agreementsbeneficial interest) purchases (or other securities or phantom equity purchases), deferred compensation, retirement payments, profit sharing, or the like; (d) employment contract, other than contracts terminable at will by the Company without liability for any penalty or severance payment; (e) contract for services involving payments by the lease of personal property from or to third parties (A) which provides for lease payments Company in excess of one hundred thousand dollars ($25,000 100,000) per annum or (B) year, which has a remaining term longer than 12 months and is not cancellable without penalty terminable by the Company without liability for any termination payment on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of not more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ days prior notice); (viif) contract or agreement or series of related contracts or agreements for the purchase of any assets, material or equipment except purchase orders in the ordinary course of business for less than one hundred thousand dollars ($100,000) per contract or agreement involving any officer, director or stockholder series of related contracts or agreements; (g) contract containing covenants limiting the freedom of the Company (or its Affiliates) to compete in any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant line of business or stock purchase agreements the forms of which have been made available to Parent)with any person or entity; (viiih) any agreement providing for the borrowing or commitment for capital expenditures in excess lending of $25,000money, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 Company has no obligations, except as disclosed in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure ScheduleBase Balance Sheet: (i) the agreement is a legalfor borrowed money, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) to pay the agreement will notdeferred purchase price of property or services, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation(iv) under leases that would, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with GAAP, appear on the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge balance sheet of the Companylessee as a liability, any other party(v) secured by a Claim, is (vi) in breach or violation ofrespect of letters of credit, or default underbankers acceptances, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, contingent or otherwise, would constitute a breach or default by the Company or, to the knowledge (vii) in respect of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.any

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements written arrangements (whether including without limitation written or oralagreements) to which the Company Seller is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of involving more than $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products or for the furnishing or receipt of services other personal property (A) which calls for performance over a period of more than one year, is not cancellable including without penalty by the Company on sixty (60) days or less prior limitation any written notice and involves more than the sum of $25,000 per annum, or (B) arrangement in which the Company Seller has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory territory, has agreed to purchase a minimum quantity of goods or has agreed to purchase goods exclusively from a certain party), involving more than $100,000 during the most recent twelve months or involving an obligation in excess of $100,000 to be performed after the Closing; (iii) any written arrangement involving more than $100,000 (or group of related written arrangements) for the furnishing or receipt of services (including without limitation any written arrangement in which the Seller has agreed to purchase a minimum quantity of services or has agreed to purchase services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership); (iv) any agreement written arrangement establishing a partnership or joint venture; (v) any written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 per year or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement written arrangement concerning confidentiality or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)noncompetition; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected termination, any director, officer or member of management of the Seller has reason to believe, could have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring material adverse effect on the Company assets, business, financial condition, results of operations or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities prospects of the CompanySeller; and (xiiviii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) under which the Company is obligated not described (without regard to make payments or incur costs dollar amount) in excess of $25,000 in any year or paragraphs (i) through (vii) above and (B) either involving more than $50,000 or not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.14 2.15 of the Company Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement written arrangement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, written arrangement is assignable by the Seller to the Buyer without the consent or approval of any party (except as a result set forth in Section 2.15 of the execution Disclosure Schedule) and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease will continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the CompanySeller, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company orwritten arrangement. The Seller is not a party to any oral contract, agreement or other arrangement which, if reduced to the knowledge written form, would be required to be listed in Section 2.15 of the Company, any other party Disclosure Schedule under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectthe terms of this Section 2.15.

Contracts. (a) Section 2.14 3.11(a) of the Company Merger Partner Disclosure Schedule lists the following agreements (whether written or oral) to which the Company Merger Partner or any of its Subsidiaries is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 150,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticesix months; (ii) any agreement (or group of related agreements) that is not terminable without cause by Merger Partner with less than 120 days notice without penalty, including the payment of any termination fee or refund of amounts previously received, and that is for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) which involves an aggregate of more than $150,000 or (C) in which the Company Merger Partner or any of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain particular party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershiplimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 150,000 or under which it has imposed (or may impose) a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement that purports to limit in for the disposition of any material respect the right significant portion of the Company to engage assets or business of Merger Partner or any of its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any line agreement for the acquisition of business, the assets or to compete with business of any person other entity (other than purchases of inventory or operate components in any geographical locationthe Ordinary Course of Business); (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Merger Partner or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected likely to have a Company Merger Partner Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company Merger Partner or any of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Merger Partner or any of its Subsidiaries or Public Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted; (xi) any agreementagreement under which Merger Partner or any of its Subsidiaries is restricted from selling, other than as contemplated licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xii) any agreement under which Merger Partner or any of its Subsidiaries has licensed any material Intellectual Property to or from any third party (excluding currently-available, off-the-shelf software programs that are licensed by this Agreement, relating Merger Partner or any of its Subsidiaries pursuant to “shrink wrap” licenses under which aggregate fees and royalties paid to the future sales licensor do not exceed $50,000 annually); (xiii) any agreement that would entitle any third party to receive a license or any other right to intellectual property of securities Public Company or any of Public Company’s Affiliates following the CompanyClosing; and (xiixiv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of involving more than $25,000 in any year 150,000 or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Merger Partner has delivered provided or made available to the Parent Public Company a complete and accurate copy of each agreement listed in Section 2.14 3.10 or Section 3.11 of the Company Merger Partner Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Merger Partner nor any of its Subsidiaries nor, to the knowledge of the CompanyMerger Partner, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyMerger Partner, is threatened, which, after the giving of notice, with or without notice or lapse of time, or otherwiseboth, would constitute a breach breach, violation or default by the Company Merger Partner or any of its Subsidiaries or, to the knowledge of the CompanyMerger Partner, any other party under such contractagreement, except for any breachbreaches, violation violations or default that has defaults that, individually or in the aggregate, have not had had, and would are not reasonably be anticipated likely to have, a Merger Partner Material Adverse Effect. Neither Merger Partner nor any of its Subsidiaries has received any notice in writing from any other party, and, to the knowledge of Merger Partner, no party has threatened, to terminate, cancel, fail to renew or otherwise materially modify any such agreements the loss of which, individually or in the aggregate, is reasonably likely to have a Company Merger Partner Material Adverse Effect.

Contracts. (a) Section 2.14 5.11(a) of the Company Disclosure Schedule lists Letter lists, as of the Relevant Time , the following agreements (whether written or oral) Contracts that are in effect and to which the Company is a party as or to which it, or any of its assets and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the date Disclosure Letter, whether or not set forth in such section of this Agreement (other than the Transaction DocumentationDisclosure Letter, a “Material Contract”): (i) any agreement (or group of related agreements) for employment and consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the lease of personal property from or Company’s standard form made available to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable Buyer without penalty by the Company on sixty (60) days or less prior written noticematerial deviation; (ii) Contracts that limit the freedom of the Company or any agreement Affiliate to compete in any line of business or geographic area; (iii) Contracts with or group involving (A) the Seller or any Previous Seller or any Affiliate (other than the Company) of related agreementsthe Company or of the Seller or any Previous Seller or (B) any former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) Contracts for the purchase or sale of products or for the furnishing or receipt of services (other than employment) (A) which calls calling for performance over a period of more than one year, is not cancellable without penalty (B) requiring or otherwise involving payment by or to the Company on sixty (60) days or less prior written notice and involves of more than the sum an aggregate of $25,000 per annumUS$[***], or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) Contracts for any agreement that purports to limit in any material respect the right of the Company to engage in any line of businessjoint venture, partnership, joint product development, strategic alliance or to compete with any person or operate in any geographical locationco-marketing arrangement; (vi) Contracts under which the Company has borrowed (or may borrow) any employment agreement money from, or consulting agreement which provides for payments in excess issued (or may issue) any note, bond, debenture or other evidence of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)Indebtedness to, any Person; (vii) any agreement Contracts involving any officer, director mortgage or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other Lien other than stock subscription, stock option, restricted stock, warrant Permitted Liens upon any real property or stock purchase agreements the forms of which have been made available to Parent)other assets; (viii) Contracts involving any agreement resolution or commitment for capital expenditures in excess settlement of $25,000any Action, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)investigation or other dispute; (ix) any agreement under which the consequences of a default engagement letter or termination would reasonably be expected to have a Company Material Adverse Effectsimilar Contract with any broker, finder or investment banker; (x) any agreement which contains any provisions requiring all Contracts listed in Section 5.12(b)(i) of the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);Disclosure Letter; and (xi) any agreement, other than as contemplated by this Agreement, relating to the Contracts involving future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) US$50,000 and not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Each Material Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under and is valid and binding and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency and insolvency, reorganization, fraudulent transfer, moratorium or similar laws, rules or regulations Laws affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a court true, correct and complete summary of law each oral Material Contract have been made available to Buyer. There is no material violation, breach (including anticipatory breach) or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither default under any Material Contract by the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatenedby any other party thereto, which, after and no event has occurred or condition exists that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Company or, to the knowledge of the Company, any other party under such contractthereto, except for any breach, violation or default that and the Company has not had received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under the Material Contracts) under or relating to any Material Contract in connection with the execution, delivery and would not reasonably be anticipated to have a Company Material Adverse Effectperformance of the C/C Transaction Agreements or the consummation of the transactions contemplated thereby.

Contracts. (a) Except (x) for this Agreement, (y) for a Company Plan or the Company Share Plans and (z) as set forth in Section 2.14 3.8(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which Letter, neither the Company nor any of its subsidiaries is a party to or bound by, or has any property or asset bound by, any Contract, as of the date of this Agreement (other than the Transaction Documentation):Agreement, that: (i) any agreement (would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K of the Securities Act or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty disclosed by the Company on sixty (60) days a Current Report on Form 8-K, Annual Report on Form 10-K or less prior written noticeQuarterly Report on Form 10-Q that has not been filed or incorporated by reference in the SEC Reports; (ii) contains any agreement (covenant that materially restricts the ability of the Company or group any of related agreements) for the purchase or sale of products or for the furnishing or receipt of services its subsidiaries, taken as a whole, to (A) engage in any business, (B) compete in any business or with any Person, (C) operate in any geographic area or (D) solicit or hire any employee or consultant other than pursuant to non-disclosure agreements entered into in the ordinary course of business; (iii) is a joint venture, partnership, limited liability or other similar agreement or arrangement or Contract relating to the formation, creation, operation, management or control of any partnership, joint venture, limited liability company or other similar agreements or arrangements or Contracts; (iv) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond, mortgage or other Contract (including any swap or hedge agreements) relating to indebtedness of the Company or any of its subsidiaries (for the avoidance of doubt, other than Contracts related to vault cash arrangements), in each case, in excess of $1,000,000; (v) is a Contract related to vault cash arrangements with any financial institution; (vi) is a settlement, conciliation or similar Contract with any Governmental Entity; (vii) requires the Company or any of its subsidiaries, directly or indirectly, to make any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any of its wholly owned subsidiaries) in any such case which calls for performance over a period is in excess of more than one year$500,000; (viii) prohibits the payment of dividends or distributions in respect of the share capital of the Company or any of its subsidiaries, is not cancellable without penalty prohibits the pledging of the share capital of the Company or any subsidiary of the Company or prohibits the issuance of guarantees by the Company on sixty or by any subsidiary of the Company; (60ix) days or less prior written notice and involves more than the sum of $25,000 per annum, or (BA) in which the Company has granted manufacturing rights, contains “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest impose obligations on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate of its subsidiaries with any third party, or (as defined in Rule 12b-2 under the Exchange ActB) thereof (an “Affiliate”) (grants exclusive rights, rights of first refusal, rights of first negotiation or offer or similar rights to any Person other than stock subscription, stock option, restricted stock, warrant the Company or stock purchase agreements the forms any of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectits subsidiaries; (x) any agreement which contains any provisions requiring has resulted in payments by the Company or and its subsidiaries to indemnify any other party thereto (excluding indemnities contained vendors of more than $2,000,000 in agreements the aggregate for the purchase12 month period ending June 30, sale or license 2020 (other than this Agreement, Contracts subject to clause (iv) above, purchase orders for the purchase of products entered into inventory and/or equipment in the Ordinary Course ordinary course of Businessbusiness or Leases); (xi) any agreement, other has given rise to aggregate revenue (including termination fees) by the Company and its subsidiaries under such Contract(s) of more than as contemplated by this Agreement, relating to the future sales of securities of the Company; and$2,000,000 during fiscal year 2019; (xii) with respect to any other agreement (or group of related agreements) (A) under acquisition and divestiture pursuant to which the Company is obligated or any of its subsidiaries has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to make result in payments or incur costs in excess of $25,000 in any year 2,000,000; (xiii) involving the acquisition or disposition, directly or indirectly (B) not entered into by merger or otherwise), of assets or share capital or other equity interests for aggregate consideration under such Contract of at least $1,000,000 individually, or $2,000,000 in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi).aggregate; (bxiv) The is between the Company has delivered or made available to any of its subsidiaries, on the Parent a complete one hand, and accurate copy of each agreement listed in Section 2.14 any director or officer of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 or any Person beneficially owning five percent (5%) or more of the outstanding Company Disclosure Schedule: (i) Shares, on the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effectother hand, except as such enforceability may for any Company Plan and any Contracts entered into on arm’s-length terms in the ordinary course of business; (xv) requires a consent to or otherwise contains a provision relating to a “change of control” or that would or could reasonably be limited under applicable bankruptcyexpected to prevent, insolvency and similar laws, rules delay or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or impair the consummation by the Company of the transactions contemplated hereby or therebyherein, cease to be a legal, valid, binding and enforceable obligation including the Acquisition; (xvi) involves the payment of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and willroyalties to, or receipt of royalties from, any Person (other than the Company or any of its subsidiaries) of more than $1,000,000 in the aggregate pursuant to be in full force and effect in accordance with the terms thereof as in effect immediately prior a license that is material to the ClosingCompany and its subsidiaries taken as a whole; and or (iiixvii) neither is a Contract pursuant to which any third party grants to the Company noror any of its subsidiaries a license, right or covenant not to ▇▇▇ with respect to any Licensed Intellectual Property that is material to the knowledge of the Company, any Company and its subsidiaries taken as a whole (other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by than (1) intercompany licenses between the Company orand any of its subsidiaries, to (2) licenses for Open Source Software or (3) licenses for Software that is generally commercially available on standard terms for less than $300,000 (based on the knowledge dollar value of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectexpenditures from fiscal year 2019)).

Contracts. (a) Section 2.14 Schedule 3.15(a) sets forth a complete list of each of the Company Disclosure Schedule lists the following agreements (whether written or oral) contracts to which the any Acquired Company is a party or by which any of them is bound as of the date of this Agreement (other than collectively, the Transaction Documentation“Material Contracts”): (i) any agreement option, purchase and sale contract or lease (whether real or group of related agreementspersonal property) providing for the lease of personal property from or to third parties (A) which provides for lease annual payments in excess of $25,000 per annum 150,000 or more or that cannot be terminated on not more than thirty (B30) which has a remaining term longer than 12 months and is not cancellable days’ notice without penalty payment by the any Acquired Company on sixty (60) days or less prior written noticeof any penalty; (ii) contracts involving the annual expenditure by any agreement (or group Acquired Company of related agreements) more than $150,000 in any instance for the purchase of materials, goods, supplies, equipment or sale of products or for services, excluding any such contracts that are terminable by the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable Acquired Companies without penalty by the Company on sixty (60) days or less prior written notice and involves not more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice; (iii) contracts providing for payments to any Acquired Company of more than $150,000 in any instance for the sale of natural gas, materials, goods, supplies, equipment or services, excluding any such contracts that are terminable by the Acquired Companies without penalty on not more than thirty (30) days’ notice; (iv) contracts involving the annual expenditure by any Acquired Company of more than $150,000 for the purchase, sale, transportation or storage of coal; (v) any agreement relating to Indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), including indentures, mortgages, loan agreements, security agreements, or other agreements for the incurrence of debt, other than (A) trade accounts payable incurred in the Ordinary Course of Business and (B) any such agreement relating to indebtedness owed to Sellers or any of their Affiliates to be repaid on or before the Closing Date or owed to any Acquired Company; (vi) partnership, limited liability company, joint venture agreements or other agreements involving a sharing of profits or expenses by any Acquired Company; (vii) any agreement involving under which (A) any officer, director Person (including any Seller) has directly or stockholder indirectly guaranteed any liabilities or obligations of the any Acquired Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionany such guarantee by any other Acquired Company) or (B) any Acquired Company has, stock optiondirectly or indirectly, restricted stock, warrant guaranteed any liabilities or stock purchase agreements the forms obligations of which have been made available to Parentany other Person (including any Seller but excluding any other Acquired Company); (viii) any agreement prohibiting or commitment for capital expenditures limiting the ability of any Acquired Company to engage in excess any business activity or compete with any Person or prohibiting or limiting the ability of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)any Person to compete with any Acquired Company; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), including any contract under which any Acquired Company will have Liabilities after the consequences date of a default this Agreement relating to the acquisition or termination would reasonably be expected to have a Company Material Adverse Effectsale of any business enterprise; (x) distributor, dealer, sales agency, marketing or similar contracts under which any agreement which contains Acquired Company is obligated to pay after the date of this Agreement an amount in excess of $100,000 during any provisions requiring calendar year; (xi) any other contract providing that any Acquired Company will receive future payments aggregating more than $100,000 per annum or $500,000 in the aggregate prior the expiration of such contract; (xii) any contract with any current or former officer, director or employee of any Acquired Company or any of the Sellers involving annual consideration or payments in excess of $150,000, including offer letters with respect to indemnify employment scheduled to begin after the date hereof; (xiii) any other party thereto consulting or similar agreement with an independent contractor providing for (A) annual payments by any Acquired Company in excess of $100,000 or (B) aggregate payments by any Acquired Company of $250,000, excluding indemnities contained any such contracts that are terminable by the Acquired Companies without penalty on not more than thirty (30) days notice; (xiv) any outstanding power-of-attorney empowering any Person not a current employee of any Acquired Company to act on behalf of any Acquired Company; (xv) any employee collective bargaining agreement with any labor union or employees covering former, current or future employees of any Acquired Company or work done, being done or to be done in agreements for the purchasefuture by any Acquired Company; (xvi) any contract mining agreement; and (xvii) any material agreement, sale commitment, arrangement or license of products entered into plan not made in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Each Material Contract is a valid and binding agreement of each Acquired Company has delivered or made available which is a party thereto and, to the Parent a complete Knowledge of IRP GP and accurate copy of Resource Partners, each agreement listed in Section 2.14 of the other parties thereto, enforceable by or against such Acquired Company Disclosure Schedule. With respect and, to the Knowledge of IRP GP and Resource Partners, each agreement so listed, and except as set forth of such other parties thereto in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effectaccordance with its terms, except as such enforceability may be limited under by applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws, rules Laws relating to or regulations affecting creditors’ rights and remedies generally and to general equitable principles of equity (whether applied considered in a court proceeding in equity or at law). Resource Partners has heretofore delivered to Buyer true and complete copies of all such written Material Contracts. Except as set forth in Schedule 3.15(b), none of the rights of the Acquired Companies under the Material Contracts have been assigned (including by an absolute assignment of rents or contracts) or collaterally assigned, assigned for the purpose of granting security, or are affected by any security interest or similar encumbrance. Except as set forth in Schedule 3.6, none of the Material Contracts require consent to consummate the Contemplated Transactions, whether by operation of law or a court otherwise. (c) Except as set forth on Schedule 3.15(c), (i) the applicable Acquired Company is, and at all times has been, in compliance in all material respects with all applicable terms and requirements of equity; each Material Contract, (ii) to the agreement will notKnowledge of IRP GP and Resource Partners, as a result each other Person that has had any obligation or Liability under any Material Contract is, and at all times has been, in material compliance with all applicable terms and requirements of such Material Contract, (iii) to the execution Knowledge of IRP GP and delivery by the Company Resource Partners no event has occurred or circumstance exists that (with or without notice or lapse of this Agreement or the Transaction Documentationtime) may contravene, conflict with, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied result in a court of law violation or breach of, or give the Acquired Companies, or any other Person the right to declare a court of equity and willdefault or exercise any remedy under, or to be in full force and effect in accordance with accelerate the terms thereof as in effect immediately prior maturity or performance of, or to the Closing; cancel, terminate, or modify, any Material Contract, and (iiiiv) neither the no Acquired Company norhas been given or received from any Person at any time since January 1, 2009, any written notice or other written communication or, to the knowledge Knowledge of the CompanyIRP GP and Resource Partners, oral notice or other oral communication regarding any other partyactual, is in alleged, possible, or potential violation or breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectContract.

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Company Subsidiary is a party as of the date of this Agreement (other than the Transaction DocumentationDocumentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 100,000 per annum or and (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 100,000 per annum, or (B) in which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 100,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 250,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000100,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 500,000 in the aggregate for all projects); (ix) any other agreement under which required to be filed as an exhibit to the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectSuper 8-K; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the CompanyCompany or any Company Subsidiary; and (xiixi) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 100,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.15 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and willequity, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 4(m) Section 2.14 of the Company Disclosure Schedule lists the following agreements (lists, whether written or oral) to which , together with all amendments and modifications thereto, the Company is a party as following agreements and contracts of the date of this Agreement (other than the Transaction Documentation):MEI: (i) any agreement all contracts and agreements, whether or not fully performed, pursuant to which MEI has since January 1, 1997 acquired or disposed of more than $500,000 worth of its business or assets; (or group of related agreementsii) for the lease of personal property from or to third parties all agreements containing (A) covenants not to compete on the part of MEI or other similar restrictions on the ability of MEI to engage in its business, (B) rights of first refusal, (C) exclusive dealing or minimum purchase provisions or (D) prepayment or termination penalties; (iii) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds, security agreements and other agreements and instruments for lending or borrowing (including assumed debt) entered into by MEI or pursuant to which provides for lease payments any properties or assets of MEI are pledged or mortgaged as collateral; (iv) any employment or consulting agreement with any present or former director, officer or employee of MEI; (v) all joint venture or partnership agreements to which MEI is a party or bound; (vi) all agreements pursuant to which MEI pays royalties in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officerall area development agreements, director construction agreements and franchise agreements to which MEI is a party or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)bound; (viii) any agreement all product or commitment for capital expenditures in excess service purchasing and supplier agreements to which MEI is a party or bound, pursuant to which MEI has purchased or committed to purchase more than $250,000 of $25,000products, for a single project services or supplies during the last year or during the next twelve (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects);12) months; and (ix) any agreement under other contracts and agreements of MEI, the performance of which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs will involve consideration in excess of $25,000 in any year or (B) 100,000 and are not entered into in terminable by MEI without penalty upon not more than 60 days notice. The foregoing are hereinafter referred to as the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)"MEI Contracts. (b) The Company " Buyer has been delivered or made available to the Parent a correct and complete and accurate copy of each MEI Contract or other agreement listed in Section 2.14 4(m) of the Company Disclosure ScheduleSchedule (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.14 No Seller knows of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior any material defense to the Closing; and (iii) neither the Company nor, to the knowledge validity or enforceability of the Company, any other party, MEI Contract. Neither MEI nor any Seller has received written notice that MEI is in breach material default and MEI has not materially defaulted under any MEI Contract. MEI has not waived any material rights under any MEI Contract. MEI has not received or violation of, or default under, given notice of any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, in connection with any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectMEI Contract.

Contracts. (a) Section 2.14 of the Company Disclosure Except as set forth on Schedule lists the following agreements (whether written or oral) to which the Company 3.27(a), no Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):to any: (i) any agreement (or group of related agreements) Contract for the lease employment, severance or termination with any of personal property from its directors or to third parties (A) which provides for lease payments in excess of $25,000 per annum officers, or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeany collective bargaining agreement; (ii) any agreement (or group of related agreements) Contract for the purchase or sale of products any of its assets, property or for rights outside the furnishing or receipt ordinary course of services business consistent with prior practice (Aother than this Agreement) which calls for performance over a period of more than one year, is has not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) yet been fully performed in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyall material respects; (iii) Contract that requires the Company to indemnify or act as an indemnitor, guarantor or surety, for any agreement which, to the knowledge of the Company, establishes other person or entity other than a material joint venture or legal partnershipSubsidiary; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleContract restricting the Company from conducting business anywhere in the world; (v) any agreement that purports Agreement, note, debenture, loan, mortgage, indenture or other obligation for or relating to limit borrowed money or commitments for obtaining borrowed money, in any material respect the right each case in excess of the Company to engage in any line of business, or to compete with any person or operate in any geographical location$50,000; (vi) Contract, lease or commitment which involves the future payment by or to it of more than $50,000, except (i) licensing agreements and software leases entered into in the ordinary course, (ii) other Contracts or commitments for the sale of goods or purchase or lease of equipment, tooling, supplies, services or raw materials in each case entered into in the ordinary course of business consistent with prior practice and (iii) Contracts which may be canceled by it upon sixty (60) or fewer days notice without payment of any employment agreement penalty or consulting agreement which provides for payments fee in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)connection therewith; (vii) Letter of credit or power of attorney; (viii) Joint venture contract or similar arrangement or agreement which is likely to involve future payments by it in excess of $50,000; or (ix) Contract to which any agreement involving any officerPartner, stockholder, officer or director or stockholder of the Company or any affiliate "affiliate" or "associate" of such persons (as such terms are defined in Rule 12b-2 the rules and regulations promulgated under the Exchange Securities Act) thereof (an “Affiliate”) (other than stock subscription), stock optionis presently a party, restricted stockincluding, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) without limitation, any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements arrangement providing for the purchasefurnishing of services by, sale rental of real or license of products entered into in the Ordinary Course of Business); (xi) personal property from, or otherwise requiring payments to, any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (such person or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)entity. (b) The Company has delivered or made available Except as specified on Schedule 3.27(b), all Contracts required to the Parent a complete be listed on Schedule 3.27(a) are valid and accurate copy of each agreement listed binding, enforceable in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company accordance with their respective terms and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither . Neither the Company nor, to the knowledge of the Company's knowledge, any other partyparty thereto, is in material breach of any provision of or violation of, or in material default under, under any term of any such agreement, and no event has occurred, is pending or, to the Company's knowledge of the Company, is threatened, which, there exists no condition or event which after the giving of notice, with lapse of time, time or otherwise, notice (or both) would constitute a any such breach or default by the Company oror result in any right to accelerate or loss of rights. True and complete copies of all such Contracts have been delivered to QuadraMed, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had Sub A and would not reasonably be anticipated to have a Company Material Adverse Effect.Sub B.

Contracts. (a) Section 2.14 5.11(a) of the Company Disclosure Schedule lists Letter lists, as of the date hereof, the following agreements (whether written or oral) Contracts that are in effect and to which the Company is a party as or to which it, or any of its assets and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the date Disclosure Letter, whether or not set forth in such section of this Agreement (other than the Transaction DocumentationDisclosure Letter, a “Material Contract”): (i) any agreement (or group of related agreements) for employment and consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the lease of personal property from or Company’s standard form made available to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable Buyer without penalty by the Company on sixty (60) days or less prior written noticematerial deviation; (ii) Contracts that limit the freedom of the Company or any agreement Affiliate to compete in any line of business or geographic area; (iii) Contracts with or group involving (A) any Seller or any Affiliate (other than the Company) of related agreementsthe Company or of any Seller or (B) any former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) Contracts for the purchase or sale of products or for the furnishing or receipt of services (other than employment) (A) which calls calling for performance over a period of more than one year, is not cancellable without penalty (B) requiring or otherwise involving payment by or to the Company on sixty (60) days or less prior written notice and involves of more than the sum an aggregate of $25,000 per annumUS$[***], or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) Contracts for any agreement that purports to limit in any material respect the right of the Company to engage in any line of businessjoint venture, partnership, joint product development, strategic alliance or to compete with any person or operate in any geographical locationco-marketing arrangement; (vi) Contracts under which the Company has borrowed (or may borrow) any employment agreement money from, or consulting agreement which provides for payments in excess issued (or may issue) any note, bond, debenture or other evidence of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)Indebtedness to, any Person; (vii) any agreement Contracts involving any officer, director mortgage or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other Lien other than stock subscription, stock option, restricted stock, warrant Permitted Liens upon any real property or stock purchase agreements the forms of which have been made available to Parent)other assets; (viii) Contracts involving any agreement resolution or commitment for capital expenditures in excess settlement of $25,000any Action, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)investigation or other dispute; (ix) any agreement under which the consequences of a default engagement letter or termination would reasonably be expected to have a Company Material Adverse Effectsimilar Contract with any broker, finder or investment banker; (x) any agreement which contains any provisions requiring all Contracts listed in Section 5.12(b)(i) of the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business);Disclosure Letter; and (xi) any agreement, other than as contemplated by this Agreement, relating to the Contracts involving future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) US$50,000 and not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Each Material Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under and is valid and binding and enforceable in accordance with its terms against the Company and, to the Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency and insolvency, reorganization, fraudulent transfer, moratorium or similar laws, rules or regulations Laws affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied and has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a court true, correct and complete summary of law each oral Material Contract have been made available to Buyer. There is no material violation, breach (including anticipatory breach) or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither default under any Material Contract by the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatenedby any other party thereto, which, after and no event has occurred or condition exists that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Company or, to the knowledge of the Company, any other party under such contractthereto, except for any breach, violation or default that and the Company has not had received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under the Material Contracts) under or relating to any Material Contract in connection with the execution, delivery and would not reasonably be anticipated to have a Company Material Adverse Effectperformance of this Agreement or the consummation of the transactions contemplated hereby and thereby.

Contracts. (a) Section 2.14 ‎‎Section 3.17(a) of the Company Disclosure Schedule lists sets forth a true and complete list, and the following agreements (whether written or oral) Company has made available to the Subscriber prior to the date hereof true and complete copies, of each Contract to which any member of the Company Group is a party as of the date of this Agreement that (other than than, in each case, any Contract between the Transaction DocumentationCompany or any wholly owned Company Subsidiary, on the one hand, and any other wholly owned Company Subsidiary, on the other hand): (i) is an Affiliate Contract; (ii) is a lease, sublease, license, occupancy agreement, concession or other Contract with respect to any agreement Leased Real Property (or group of related agreementsthe “Real Property Leases”) for the lease of personal property from or to third parties (A) which provides for lease that involves aggregate annual payments in excess of $25,000 500,000; (iii) is a Contract involving aggregate consideration in excess of $3,000,000 per annum year (whether payable or (B) which has a remaining term longer than 12 months and is not cancellable without penalty receivable by the Company on sixty Group) and that cannot be cancelled by the Company Group without penalty or without more than ninety (6090) days or less prior written days’ notice; (iiiv) any agreement is a partnership, joint venture or similar arrangement; (or group of related agreementsv) for the purchase or sale of products or for the furnishing or receipt of services contains (A) which calls for performance over a period covenants of more than one year, is not cancellable without penalty by the Company on sixty (60) days Group purporting to limit either the type or less prior written notice and involves more than the sum line of $25,000 per annum, or (B) business in which the Company has granted manufacturing rightsGroup may engage or the geographic area in which any of them may so engage, (B) “take or pay,” “requirements” or other similar provisions obligating a Person to provide the quantity of goods or services required by another Person or (C) pricing or margin provisions that provide “most favored nation” pricing or similar provisions or exclusive marketing or distribution rights relating with respect to any products or territory or has agreed to purchase goods or services exclusively from a certain partypricing; (iiivi) evidences the creation, incurrence, assumption or guarantee of Indebtedness of the Company Group in an amount in excess of $1,000,000, or creation or incurrence of any Lien on any material property or asset of the Company Group; (vii) grants any rights of first refusal, rights of first negotiation or other similar rights to any Person with respect to the sale, transfer, pledge or disposition of any business, property or asset, or any Equity Security, of the Company Group; (viii) provides for the acquisition or disposition of any business (or material properties or assets) of or by the Company Group (including Equity Securities) (whether by merger, sale of Equity Securities, sale of assets, or otherwise), other than (1) Contracts entered prior to March 31, 2020 with no remaining material obligations, (2) any agreement whichContract that provides for the acquisition or disposition of inventory or supplies of or by the Company or any Company Subsidiary in the ordinary course of business and (3) nonexclusive licenses of Intellectual Property to any customer of the Company or any Company Subsidiary in the ordinary course of business; (ix) is a settlement Contract which materially affects the conduct of the Company Group’s businesses; (x) imposes exclusivity (other than non-competition covenants, which are addressed by clause ‎(v) above) or non-solicitation obligations on the Company Group, except for Contracts entered into in the ordinary course of business which impose exclusivity or non-solicitation obligations that are not material to the Company Group; (xi) requires the Company Group to make any capital commitment or capital expenditure in excess of $1,000,000 during any twelve -month period; (xii) is (A) a Contract pursuant to which the Company Group is granted rights under Intellectual Property of a third party that is material to the conduct of businesses of the Company Group other than Excluded Inbound Licenses, (B) a Contract pursuant to which the Company Group has granted rights under any Company Owned IP that is material to the business of the Company Group to any third parties, excluding Excluded Outbound Licenses, or (C) a Contract to which the Company Group is a party or bound, which restricts, in any material respect, the right of the Company Group to use or exploit any Company Owned IP which is material to the businesses of the Company Group, excluding Excluded Inbound Licenses and Excluded Outbound Licenses; or (xiii) is a Contract with a Significant Supplier, Significant Customer or Significant Distributor (each, as defined below) or a Governmental Entity, other than (A) purchase orders entered into in the ordinary course of business or (B) requests for quotations or development Contracts with Significant Customers entered into in the ordinary course of business. (b) Each Contract listed (or required to be listed) on ‎‎Section 3.17(a) of the Company Disclosure Schedule (and any Contract entered into after the date hereof in accordance with, and not in violation of, the provisions of ‎‎Section 5.01 that would have been listed (or required to be listed) on ‎‎Section 3.17(a) of the Company Disclosure Schedule if it was entered into prior to the date hereof) is referred to herein as a “Company Material Contract.” No member of the Company Group is in breach of or default under the terms of any Company Material Contract (and the Company Group has not received any written notice regarding any such breach or default), and, to the knowledge of the Company, establishes no event has occurred that with notice or lapse of time or both would constitute a material joint venture breach or legal partnership; (iv) default thereunder by any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right member of the Company to engage in any line of businessGroup, where such breach or to compete default, individually or together with any person other such breaches or operate in any geographical location; (vi) any employment agreement defaults, has been or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring be material to the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for Group, taken as a whole. To the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities knowledge of the Company; and (xii) , no other party to any Company Material Contract is in breach of or in default under the terms of any Company Material Contract where such breach or default, individually or together with other agreement (such breaches or group of related agreements) (A) under which defaults, has been or would reasonably be expected to be material to the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of BusinessGroup, in each case which is not otherwise described in clauses (i) through (xi). (b) The taken as a whole. Each Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement Material Contract is a legal, valid, valid and binding and enforceable obligation of the Company Group and is in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior subject to the Closing; Bankruptcy and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectEquity Exception.

Contracts. (a) Section 2.14 2.12 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Company Subsidiary is a party as of the date of this Agreement (other than the Transaction DocumentationDocumentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 250,000 per annum or (B) and which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum250,000, or (B) in which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (viiv) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viiivi) any agreement or commitment for capital expenditures in excess of $25,000250,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 1,000,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiivii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 250,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)year. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 2.12 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 2.12 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; and (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 3.12 of the Company Disclosure Schedule lists contains a list of the following agreements (contracts, agreements, leases and other legally binding instruments, whether written or oral) oral to which the Company is is, or after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, a party as or by which it is, or after the consummation of the date of this transactions contemplated by the Contribution Agreement and the related transfer agreements will be, otherwise bound (other than the Transaction Documentationeach such contract, a “Material Contract”): (a) contracts with respect to Benefit Plans sponsored by the Company; (b) collective bargaining agreements and any other contracts with any labor unions; (c) agreements for the employment or engagement of any officer or employee (not including at-will employment or offer letters) that (i) provide annual cash or other compensation in excess of $50,000 per year, (ii) provide for Change of Control Payments, or (iii) restrict the ability of the Company to terminate the employment of any agreement Person at any time for any lawful reason or for no reason without liability (including severance obligations); (d) agreements or group arrangements with any individual serving as an independent contractor who works for or supports the Business; (e) loan or credit agreements, promissory notes, bonds, debentures, security agreements, pledge agreements, mortgages, indentures, factoring agreements, guarantees, letters of related credit, performance bonds, completion bonds, surety agreements, or similar financing arrangements; (f) for the lease leases, subleases or licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any personal property from or to third parties (A) property, including capital leases, which provides for lease agreements involve annual payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is 200,000, cannot cancellable without penalty be cancelled by the Company on sixty (60) without payment or penalty upon notice of 30 days or less prior written noticeless, or have unexpired terms as of the Closing Date that exceed one year; (iig) any agreement (agreements or group series of related agreements) agreements with customers, suppliers and vendors of the Company for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment 100,000 in the aggregate, which cannot be cancelled by the Company without payment or consulting agreements terminable on less than thirty (30) days’ notice)penalty upon notice of 30 days or less, or have unexpired terms as of the Closing Date that exceed one year, in each case in effect as of the date hereof; (viih) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating with respect to the future sales acquisition or disposition of any business, assets or securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in outside the Ordinary Course of Business, or any equity or debt investment in each case which is not otherwise described in clauses or any loan to any Person; (i) through limited liability company agreements, partnership agreements, joint venture agreements and all other similar contracts (xi).however named) that involve a sharing of profits, losses, costs or liabilities by the Company with any other Person; (bj) The Company has delivered all agreements by which the Company, Seller or made available Holdings licenses any Business Intellectual Property to any Person and all agreements for Licensed Intellectual Property, other than agreements for commercial “off-the-shelf” Software or Open Source Software; (k) agreements with Seller or any current or former officer, director, stockholder or Affiliate of the Parent a complete and accurate copy of each agreement listed in Section 2.14 Company; (l) agreements containing covenants of the Company Disclosure Schedule. With not to compete in any line of business or with any person in any geographical area or covenants of any other Person not to compete with the Company in any line of business or in any geographical area; (m) outstanding agreements of guaranty, surety or indemnification, direct or indirect, by the Company; (n) any Tax Sharing Agreement; and (o) each amendment, supplement and modification in respect to each agreement so listed, and except as set forth in Section 2.14 of any of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation foregoing. All of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and Material Contracts to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by which the Company of this Agreement or the Transaction Documentationis, or after the consummation by the Company of the transactions contemplated hereby or therebyby the Contribution Agreement and the related transfer agreements will be, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be party are in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company norare legal, to the knowledge valid and binding obligations of the Company, any enforceable against it in accordance with their terms, and, to the Company’s Knowledge, each other partyparty thereto, except to the extent enforcement may be affected by Enforceability Exceptions. The Company is in breach or violation ofcompliance in all material respects with the terms and requirements of such Material Contract and, or default underto the Company’s Knowledge, any each other Person that is party to such agreementMaterial Contract is in compliance in all material respects with the terms and requirements of such Material Contract, and no event has occurred, is pending or, to occurred that with the knowledge lapse of the Company, is threatened, which, after time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or material default by the Company or, thereunder. No party to the knowledge any of the CompanyMaterial Contracts has exercised any termination rights with respect thereto. The Company has made available to Purchaser true, any other party under such contractcorrect and complete copies of all of the Material Contracts, except for any breachtogether with all amendments, violation modifications or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectsupplements thereto.

Contracts. (a) Section 2.14 Schedule 4.12(a) contains an accurate and complete list, and the PEARL Group Members have delivered to Purchaser or made available to Purchaser to review accurate and complete copies (to the extent such are memorialized in writing), of each of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):since December 31, 2006: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has each Contract between a remaining term longer than 12 months PEARL Group Member and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticea Related Person; (ii) any agreement (Except for contracts, license or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights other agreements relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness computer software used by PEARL Group Members (including capitalized lease obligationsspecialized software for accounting and engineering applications), and except for contracts or other agreements (including TSAs and MSAs) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, each Contract that involves performance of services or delivery of goods or materials by a PEARL Group Member or to a PEARL Group Member, as the case may be, (A) of an amount or value in each case which excess of $75,000.00 and (B) that is not otherwise described cancelable with no more than 90 days notice; (iii) each Contract (other than contracts for the acquisition of motor vehicles by any PEARL Group Member) that was not entered into in clauses the Ordinary Course of Business and that involves expenditures or receipts of a PEARL Group Member in excess of $20,000.00; (iiv) through each Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $20,000.00 and with a term of less than one year); (v) each Contract with any labor union or other employee representative of a group of employees relating to wages, hours and other conditions of employment; (vi) each Contract (however named) involving a sharing of profits, losses, costs or liabilities by a PEARL Group Member with any other Person; (vii) each Contract containing covenants that in any way purport to restrict a PEARL Group Member's current business activity or limit the freedom of a PEARL Group Member to engage in any line of business or to compete with any Person; (viii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods or services; (ix) each power of attorney of a PEARL Group Member that is currently effective and outstanding; (x) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by a PEARL Group Member to be responsible for consequential damages; (xi).) each Contract for capital expenditures in excess of $50,000.00; (xii) each Contract not denominated in U.S. dollars; and (xiii) each written warranty, guaranty or other similar undertaking with respect to contractual performance extended by a PEARL Group Member other than in the Ordinary Course of Business; (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.14 Schedule 4.12(b), Seller and its Affiliates do not have or currently may not acquire any rights under any Contract of the Company Disclosure Schedule: a PEARL Group Member or any of a PEARL Group Member's assets. (c) Except as set forth in Schedule 4.12(c): (i) unless completed in the agreement Ordinary Course of Business or discharged due to the bankruptcy of a party thereto, each Contract identified or required to be identified in Schedule 4.12(a) is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency effect and similar laws, rules or regulations affecting creditors’ rights is valid and remedies generally and to general principles of equity whether applied enforceable in a court of law or a court of equity; accordance with its terms; (ii) the agreement will not, no Contract identified or required to be identified in Schedule 4.12 (a) is subject to cancellation or termination as a result of the execution transactions contemplated herein; and (iii) no Contract identified or required to be identified in Schedule 4.12(a) will (to the best of PEARL's Knowledge) upon completion or performance thereof have an adverse effect on a PEARL Group Member. (d) Except as set forth in Schedule 4.12(d): (i) Each PEARL Group Member has, and delivery by at all times since December 31, 2004, has been, in compliance in all material respects with all applicable terms and requirements of each Contract to which a PEARL Group Member is a party; (ii) each other Person that has or had any obligation or liability under any Contract to which a PEARL Group Member is a party is, and at all times since December 31, 2004, has been, in full compliance with all applicable terms and requirements of such Contract in all material respects; (iii) to the Company best of this Agreement the PEARL Parties' Knowledge, no event has occurred or the Transaction Documentationcircumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give a PEARL Group Member or other Person the consummation by the Company of the transactions contemplated hereby right to declare a default or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and willexercise any remedy under, or to be in full force and effect in accordance with accelerate the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach maturity or violation performance of, or default payment under, or to cancel, terminate or modify, any such agreement, and Contract to which a PEARL Group Member is a Party; (iv) no event has occurred, is pending or, to the knowledge occurred or circumstance exists under or by virtue of the Company, is threatened, which, after the giving of notice, any Contract that (with or without notice or lapse of time, or otherwise, ) would constitute cause the creation of any Encumbrance affecting any of a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.PEARL Group Member's assets; and

Contracts. (a) Except as listed in Section 2.14 3.19(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which Letter, neither the Company nor any Company Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):to or bound by: (i) any agreement relating to Indebtedness (other than agreements among direct or group of related agreementsindirect wholly owned Company Subsidiaries) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice10,000; (ii) any agreement (joint venture, partnership, limited liability company or group other similar agreements or arrangements relating to the formation, creation, operation, management or control of related agreements) for the purchase any partnership or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by joint venture material to the Company on sixty (60) days or less prior written notice and involves more than the sum any of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyits Subsidiaries; (iii) any agreement whichor series of related agreements, including any option agreement, relating to the knowledge acquisition or disposition of the Companyany business or material real property (whether by merger, establishes a material joint venture sale of stock, sale of assets or legal partnershipotherwise); (iv) except as set forth under the caption “Related Party Revenue” in footnote 2 and in footnotes 6 and 7 to the financial statements contained in the Company’s Form 10-Q for the quarter ending September 30, 2007, except as set forth under the caption “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement on Form 14A for the Company’s June 20, 2007 annual meeting of stockholders, and except for Warrants disclosed in Section 3.3(a) of the Company Disclosure Letter, any agreement entered into with (A) any Person directly or group indirectly owning, controlling or holding with power to vote, 5% or more of related agreementsthe outstanding voting securities of the Company or any Company Subsidiary, (B) under any Person 5% or more of the outstanding voting securities of which it has createdare directly or indirectly owned, incurred, assumed controlled or guaranteed held with power to vote by the Company or any Company Subsidiary or (C) any current or may create, incur, assume former director or guaranteeofficer of the Company or any Company Subsidiary or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) indebtedness (including capitalized lease obligations) involving more than $25,000 of any such director or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleofficer; (v) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the right type of business in which the Company or the Company Subsidiaries (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business (including any covenant not to compete or not to solicit employees) or which could require the disposition of any material assets or line of business of the Company to engage in any line of businessor the Company Subsidiaries or, after the Effective Time, the Surviving Corporation or to compete with any person or operate in any geographical locationits Subsidiaries; (vi) any employment sales, distribution, agency, commission-based or other similar agreement providing for the sale by the Company or consulting agreement which provides for any Company Subsidiary of materials, supplies, goods, services, equipment or other assets involving payments to or by the Company or any Company Subsidiary in excess of $50,000 per annum (other than employment 100,000 in the aggregate or consulting agreements terminable on less than thirty (30) days’ notice)that are otherwise material to the Company and the Company Subsidiaries taken as a whole; (vii) other than agreements with content suppliers and agreements pursuant to which the Company received or made, or reasonably expects to receive or make, payment of less than $50,000 in any calendar year, any agreement involving with a term longer than one year that cannot be cancelled upon 60 days notice without any officermaterial penalty, director premium or stockholder other liability or that provides for continuing indemnification obligations of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)its Subsidiaries; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)with any Governmental Entity; (ix) any agreement under which the consequences of a default relating to any interest rate, currency or termination would reasonably be expected to have a Company Material Adverse Effectcommodity derivatives or hedging transaction; (x) any agreement (including keepwell agreement) under which contains (A) any provisions requiring Person has directly or indirectly guaranteed any liabilities or obligations of the Company or to indemnify any Company Subsidiary or (B) the Company or any Company Subsidiary has directly or indirectly guaranteed liabilities or obligations of any other party thereto Person (excluding indemnities contained in agreements each case other than endorsements for the purchase, sale or license purpose of products entered into collection in the Ordinary Course ordinary course of Businessbusiness); (xi) any agreement, “take-or-pay” agreements or agreements with “most-favored nations” pricing or other than as contemplated by this Agreement, relating to the future sales of securities of the Companyterms; andor (xii) any other agreement (the termination or group breach of related agreements) (A) under which or the Company is obligated failure to make payments or incur costs obtain consent in excess respect of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described reasonably likely to result in clauses (i) through (xi)a Company Material Adverse Effect. (b) The Company has delivered agreements, commitments, arrangements and plans listed or made available required to the Parent a complete and accurate copy of each agreement be listed in Section 2.14 3.19(a) of the Company Disclosure Schedule. With respect to each agreement so listedLetter, and except as set forth together with the Intellectual Property Licenses listed in Section 2.14 3.18(j), are referred to herein as the “Company Contracts”. Each Company Contract is a valid and binding agreement of the Company Disclosure Schedule: (i) or a Company Subsidiary, as the agreement case may be, and is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable by bankruptcy, insolvency insolvency, moratorium and other similar laws, rules or regulations laws affecting creditors’ the enforcement of creditors rights and remedies generally and to by general principles of equity (regardless of whether applied enforceability is considered in a court of proceeding at law or a court of in equity; (ii) the agreement will not), as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge none of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company Subsidiary or, to the knowledge of the Company, any other party thereto is in default or breach in any material respect under the terms of, or has provided any notice of any intention to terminate, any such contractCompany Contract and, except for to the knowledge of the Company, no event or circumstance has occurred, or will occur by reason of this Agreement or the consummation of any breachof the Transactions contemplated hereby, violation that, with notice or lapse of time or both, would constitute any event of default that has not had thereunder or would result in a termination thereof. True, correct and would not reasonably be anticipated complete copies of (i) each such Company Contract (including all modifications and amendments thereto and waivers thereunder) and (ii) all form contracts, agreements or instruments used in and material to the Business have a Company Material Adverse Effectbeen made available to Parent.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction DocumentationDocumentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 75,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum75,000, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes is a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 75,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xix) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the CompanyCompany other than outstanding stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent ; and (xiixi) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 75,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity equity, whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to will be in full force and effect immediately following the Effective Time in accordance with the terms thereof as in effect immediately prior to the ClosingEffective Time; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 2.13(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):party: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of twenty-five thousand dollars ($25,000 25,000) per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty six (606) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one (1) year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of twenty-five thousand dollars ($25,000 per annum25,000), or (BC) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions agreed to purchase a minimum quantity of goods or exclusive marketing or distribution rights relating to any products or territory services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, to the knowledge of milestone or similar payments by the Company, establishes a material joint venture or legal partnership; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical locationIndebtedness; (vi) any employment agreement for the disposition of any significant portion of the assets or consulting agreement which provides for payments in excess business of $50,000 per annum the Company (other than employment sales of products in the Ordinary Course of Business) or consulting agreements terminable on less any agreement for the acquisition of the assets or business of any other entity (other than thirty (30) days’ noticepurchases of inventory or components in the Ordinary Course of Business); (vii) any employment, independent contractor or consulting agreement; (viii) any agreement, plan, or program providing for severance, retention payments, change in control payments or transaction-based bonuses; (ix) any agreement with a third party concerning Intellectual Property developments, confidentiality, non-competition and/or non-solicitation; (x) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any professional employer organization or similar arrangements; (xii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ixxiii) any agreement under which the consequences of a default or termination would reasonably be expected in the future to have a Company Material Adverse Effectbe material to the Company; (xxiv) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)party; (xixv) any agreement, other than as contemplated by this Agreement, agreement relating to the future sales research, development, commercialization, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of securities any products, product candidates (including the Product) or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company; (xvi) any agreement that purports to bind or otherwise could bind any Affiliate of the Buyer or any of its subsidiaries (other than the Company) in any way, including prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in; (xvii) any agreement under which the Company is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of its business, in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xviii) any agreement which would entitle any third party to receive a license or any other right to Intellectual Property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xiixix) any other agreement (or group of related agreements) either involving more than twenty-five thousand dollars (A$25,000) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of (i) each agreement listed in Section 2.14 2.11, Section 2.12 or Section 2.13 of the Company Disclosure ScheduleSchedule and (ii) a complete and accurate list of any offer letters for current employees issued by the Company, and a copy of any such offer letter has heretofore been provided to the Buyer. With respect to each agreement so listed or required to be listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (iA) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency subject to the Bankruptcy and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equityEquity Exception; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiB) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contractagreement; and (C) such agreement will continue to be legal, except for any breachvalid, violation or default that has not had binding, enforceable and would not reasonably be anticipated in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to have a Company Material Adverse Effectthe Closing.

Contracts. (a) Except for Contracts listed on Schedules 3.9, 3.15(a) or those Contracts described in or attached to the Human Resources Agreement or those Contracts entered into after the date hereof and prior to the Closing Date in accordance with Section 2.14 5.1, neither Seller nor any of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company its affiliates is a party as of to or bound by any Contract included in the date of this Agreement (other than Acquired Assets or the Transaction Documentation):Assumed Liabilities that is: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is Contract not cancellable without penalty terminable by the Company on sixty applicable Seller or its affiliates upon notice to the other party or parties thereto of six (606) days months or less prior written noticeless; (ii) any agreement (or group of related agreements) a Contract for the purchase or sale employment of products or for the furnishing or receipt of services any Person (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum with an annual base salary in excess of $25,000 per annum, 200,000 or any consulting agreement with any Person involving payments by such Seller or its affiliates in excess of $200,000; (B) in which that contains an obligation to pay severance upon termination of employment; or (C) that contains a requirement to make any payment or provide any benefit or contractual right as a result of a sale of the Company has granted manufacturing rights, “most favored nation” pricing provisions Acquired Assets or exclusive marketing the Business or distribution rights relating to any products the termination of employment following a sale of the Acquired Assets or territory or has agreed to purchase goods or services exclusively from a certain partythe Business; (iii) a collective bargaining agreement or any agreement which, to the knowledge of the Company, establishes a other material joint venture or legal partnershipContract with any labor union; (iv) a Contract with any agreement (director, officer, subsidiary or group affiliate of related agreements) under which it has created, incurred, assumed such Seller that will not be terminated at or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleprior to the Closing at no cost to Purchaser; (v) any a letter of credit, an indenture, note, loan or credit agreement that purports or other Contract relating to limit in any material respect the right borrowing of money by either Seller or its affiliates or the Business or to the direct or indirect guarantee or assumption by such Seller or its affiliates or the Business of the Company to engage in obligations of any line other Person for borrowed money, including any arrangement which has the economic effect although not the legal form of business, or to compete with any person or operate in any geographical locationsuch a guarantee; (vi) a covenant not to compete or a non-solicitation, no hire, standstill or similar obligation (other than those (a) of which such Seller or any employment of its affiliates is the beneficiary of the covenant or (b) that are terminable upon no more than thirty (30) days’ notice (except for exclusive supply obligations which are terminable upon no more than ninety (90) days’ notice)); (vii) a lease or similar agreement under which such Seller or consulting agreement which provides its affiliates (A) is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any third Person for payments an annual rent in excess of $50,000 per annum 200,000 or (B) is lessor of, or makes available for use by any third Person, any tangible personal property owned (including ownership for Tax purposes) by such Seller or its affiliates having a fair market value in excess of $200,000; (viii) other than employment the Intercompany Accounts and the Intercompany Trade Payables, a Contract (including purchase orders) involving the obligation of such Seller relating solely to the Business to purchase or consulting agreements sell products or services for payment or receipt by such Seller of more than $15 million annually (unless terminable on less by such Seller (A) without payment or penalty of not more than thirty $250,000 or (30B) upon no more than ninety (90) days’ notice); (viiix) a mortgage, pledge, security agreement, deed of trust or other document granting a material Lien upon any agreement involving any officerAcquired Asset (including Liens upon properties acquired under conditional sales, director capital lease or stockholder of the Company other title retention or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (security devices), other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectPermitted Liens; (x) any agreement which contains any provisions requiring the Company a joint venture, partnership or to indemnify any other party thereto arrangement involving a sharing of profits, revenues or expenses (excluding indemnities contained in agreements for the purchaseother than rebate programs, sale or license of products gain sharing plans, expense programs and similar arrangements entered into in the Ordinary Course ordinary course of Businessthe operation of the Business consistent with past practice);; or (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)Business Intellectual Property Contracts. (b) The Company has delivered or made available to the Parent a complete agreements, leases, instruments and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as commitments set forth in Section 2.14 of on Schedules 3.15(a) and 3.21 (together with any such agreements, leases, instruments and commitments entered into after the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding date hereof and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation ofClosing Date that are, or default underare required to be, set forth on any such agreementupdates to Schedules 3.15(a) and 3.21) are collectively referred to as the “Listed Contracts”. Subject to Section 5.4, and no event has occurred, neither Seller nor its affiliates is pending or, to (with or without the knowledge lapse of the Company, is threatened, which, after time or the giving of notice, or both) in breach or default in any material respect under any Listed Contract nor has any event occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by in any material respect under any Listed Contract. Subject to Section 5.4, as of the Company ordate of this Agreement, to the knowledge Knowledge of GP, none of the Companyother parties to any Listed Contract is (with or without the lapse of time or the giving of notice, any other party under such contract, except for any breach, violation or both) in breach or default in any material respect thereunder, nor has any event occurred that with notice or lapse of time would constitute a material breach or default or permit termination or acceleration thereof; and, as of the Closing Date, to the Knowledge of GP, none of the other parties to any Listed Contracts, or other Contracts is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder nor has not had and any event occurred which with notice or lapse of time would not reasonably be anticipated to constitute a material breach or default or permit termination or acceleration through which, individually or in the aggregate, would have a Company Material Adverse Effect. As of the date of this Agreement, neither Seller has received any written notice of the intention of any party to terminate any Listed Contract, whether as a termination for convenience or for default of a Seller thereunder. Sellers have made available to Purchaser true, complete and correct copies of each of the Listed Contracts (to the extent such Listed Contract is in writing), including any amendments thereto, as of the date of this Agreement.

Contracts. (a) Section 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 10,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum10,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichestablishing a partnership or joint venture, to or any business arrangement for the knowledge distribution or development of the Company, establishes a material joint venture or legal partnershipproducts; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect concerning confidentiality or noncompetition, excluding the right Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to engage in any line of business, or the Buyer pursuant to compete with any person or operate in any geographical locationSection 2.19 hereof; (vi) any employment agreement or consulting agreement which provides for payments in excess agreement, excluding the Company's standard form of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) thereof (an “Affiliate”) (other than stock subscription"), stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xix) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiix) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than $10,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding, in full force and effect and enforceable by the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (ii) subject to the giving of notices and receipt of consents set forth in Section 2.4 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) effect immediately following the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect Closing in accordance with the terms thereof as in effect immediately prior to the Closing (unless the agreement would, by its express terms, expire prior to the Closing) and the consummation of the transactions contemplated hereby will not cause a default under or result in the acceleration of the obligations under the agreement; and (iii) neither the Company is not, nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for subject to any breachconflicts, violation breaches, violations or default that defaults which, individually or in the aggregate, has not had and would not be reasonably be anticipated likely to have a Company Material Adverse Effect.

Contracts. (a) Section Schedule 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction DocumentationDocumentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 twelve (12) months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section Schedule 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section Schedule 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, neither the Company, nor any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 2.15(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentationeach a "Contract"): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one yeareighteen months, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum35,000, or (BC) in which the Company has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershiplimited liability company; (iv) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage (other than sales of products and dispositions of obsolete equipment, in each case in the Ordinary Course of Business) or any line agreement for the acquisition of business, the assets or to compete with business of any person other entity (other than purchases of inventory or operate components in any geographical locationthe Ordinary Course of Business); (vi) any employment agreement concerning confidentiality, noncompetition or consulting agreement which provides for payments in excess of $50,000 per annum non-solicitation (other than confidentiality agreements with customers or employees of the Company set forth in the Company's standard terms and conditions of sale or standard form of employment or consulting agreements terminable on less than thirty (30) days’ noticeagreement, copies of which have previously been delivered to the Buyer); (vii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than those that are terminable by the Company without cost to the Company and on less than 60 days advance notice; (viii) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled), other than any such agreement involving only the payment of cash consideration of less than $25,000; (ix) any agreement with any current or former officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)Affiliate thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ixx) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (xxi) any agency, distributor, sales representative, franchise or similar agreements to which the Company is a party or by which the Company is bound involving total consideration of more than $35,000; (xii) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xixiii) any agreement, other than as contemplated by this Agreement, relating agreement that would reasonably be expected to have the future sales effect of securities prohibiting or materially impairing the conduct of the Companybusiness of the Company or the Buyer or any of its subsidiaries as currently conducted; and (xiixiv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving total consideration of more than $35,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure ScheduleContract (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure ScheduleContract: (i) the agreement Contract is a legal, valid, binding and enforceable obligation of the Company and in full force and effecteffect against the Company and, to the Company's Knowledge, against each other party thereto, except as such enforceability may be limited under applicable by bankruptcy, insolvency insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally, and similar laws, rules or regulations affecting creditors’ rights and remedies generally and subject to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement Contract will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect against the Company and, to the Company's Knowledge, against each other party thereto immediately following the Closing, in accordance with the terms thereof as in effect immediately prior to the Closing, except as may otherwise result from actions taken solely by the Buyer (other than actions taken in connection with the consummation of the Merger as contemplated herein) and except as enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally, and subject to general principles of equity; and (iii) neither the Company nor, to the knowledge Knowledge of the Company, any other party, party is in breach or violation of, or default under, any such agreementContract, and no event has occurred, is pending or, to the knowledge Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge Knowledge of the Company, any other party under such Contract. (c) The Company is not a party to any oral contract, except agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 2.15(a) of the Disclosure Schedule under the terms of Section 2.15(a). The Company is not a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss or (ii) for any breach, violation which the customer has already been billed or default paid that has have not had and would not reasonably be anticipated to have a Company Material Adverse Effectbeen fully accounted for on the Most Recent Balance Sheet.

Contracts. (a) Section 2.14 3.18 of the Company Disclosure Schedule lists the following agreements contracts, notes, bonds, mortgages, indentures, agreements, leases, licenses, permits or other instruments or obligations (whether written together, “Contracts”) or oralany group of Contracts (including those listed in Sections 3.16 and 3.17 of the Disclosure Schedule but excluding any Contracts that are terminable by the Company or any of its Subsidiaries on not more than 30 days notice without penalty) to which any of the Company or its Subsidiaries is a party and which are in effect as of the date of this Agreement (other than the Transaction Documentation):hereof: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreementsa) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services (A) services, the performance of which calls for performance extend over a period of more than one year, is not cancellable without penalty that involve consideration in excess of $50,000 (in the case of sales or furnishing of services by the Company) or $100,000 (in the case of purchases and receipt of services by the Company); (b) for the lease of real or personal property (whether the Company on sixty (60or any Subsidiary of the Company is acting as lessee or lessor) days or less prior written notice and involves more than the sum in each case, which requires annual payments in excess of $25,000 per annum100,000; (c) for the acquisition or disposition, directly or indirectly (Bby merger or otherwise) of assets or Capital Stock or other Equity Interests for aggregate consideration in excess of $50,000, whether in one transaction or a series of transactions, since the date of the Most Recent Financial Statements (other than acquisitions or dispositions with respect to Company Options or Company Warrants); (d) for capital expenditures in excess of $50,000 in any instance or $100,000 in any twelve month period; (e) concerning a partnership or joint venture in which the Company has granted manufacturing rightsor any of its Subsidiaries is a partner or co-venturer, “most favored nation” pricing provisions as applicable, involving a sharing of profits, losses, costs, or exclusive marketing liabilities by the Company or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyof its Subsidiaries; (iii) any agreement which, to the knowledge of the Company, establishes a material joint venture or legal partnership; (iv) any agreement (or group of related agreementsf) under which it has created, incurred, incurred or assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than any Indebtedness in excess of $25,000 250,000 or under which it has imposed (or may impose) a Security Interest granted an Encumbrance on any of its assets, tangible or intangibleintangible assets; (vg) any agreement (i) customer contracts that purports to limit in any material respect involve the right of receipt by the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments aggregate consideration in excess of $50,000 500,000 since January 1, 2004 (whether in one transaction or a series of transactions) or (ii) distribution, resale or similar agreements, in the case of each of (i) and (ii) containing a covenant (or other express agreement) made by the Company imposing duties of confidentiality or noncompetition restrictions, other than usual and customary confidentiality provisions entered into as part of Contracts in the Ordinary Course of Business; (h) containing profit sharing, loss sharing, stock option, stock purchase, stock appreciation, deferred compensation, change of control, severance, or other plan or arrangement for the benefit of its current or former directors, officers, or employees, other than Company Options; (i) any collective bargaining agreement with any union; (j) providing for the employment, consulting or other contract with any consultant, employee, officer or director which will require the payment by the Company or any Subsidiary of amounts in excess of $100,000 per annum (excluding sales or other than commissions and bonuses) or providing for payment by the Company or any Subsidiary of any severance or retirement benefits (excluding for this purpose the value of any accelerated vesting of Company Options); provided, however, that (i) employment or consulting agreements terminable on less than thirty the Company’s standard forms with employees located outside the United States and (30ii) days’ noticeoffer letters for U.S. employees that provide for at will employment, are excluded for purposes of this Section 3.18(j); (viik) under which it has advanced or loaned any agreement involving amount to any officerof its Stockholders, director Affiliates, directors, officers, or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) employees (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been advances to employees for expenses made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xil) containing covenants of the Company or any agreement, Subsidiary of the Company (other than as contemplated by this Agreement, relating pursuant to the future sales Company Charter Documents or the equivalent constitutional documents of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into Subsidiary and Contracts made in the Ordinary Course of Business, including product warranty obligations) (i) to indemnify or hold harmless another Person or group of Persons, or (ii) containing “earn-out” or other contingent payment obligations; (m) any license, royalty contract, contract providing for payment or receipt of milestone payments, or other contract with respect to Company Intellectual Property and which, in each case, are embodied in agreements that involve the payment of amounts in excess of $100,000 since January 1, 2006, or the receipt of amounts in excess of $500,000 since January 1, 2004, by the Company or any of its Subsidiaries; (n) under which the consequences of a default or termination, or the failure to obtain a consent in respect of, could reasonably be expected to have a Material Adverse Effect; (o) that is an interest rate swap or derivative instrument; (p) (A) contracts that involve receipt by the Company of aggregate consideration in excess of $500,000 since January 1, 2004 (whether in one transaction or a series of transactions) that contain most favored customer provisions or that grant any rights of first refusal, rights of first negotiation or similar rights or (B) any contracts that grant any exclusive rights, in each case which is not otherwise described in clauses to any Person (i) through (xiother than the Stockholder Agreements).; (bq) under which Buyer is required to make any payments (whether contingent or otherwise) as a direct result of consummation of the transactions contemplated by this Agreement (other than payments required or contemplated under this Agreement); or (r) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger or other transactions contemplated by this Agreement, other than Contracts listed in Section 3.30 of the Disclosure Schedule. The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written Contract listed in Section 2.14 3.18 of the Company Disclosure Schedule (as amended to date) and a written summary setting forth the terms and conditions of any oral agreement referred to in Section 3.18 of the Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth disclosed in Section 2.14 3.18 of the Company Disclosure Schedule: (i) the agreement each Contract is a legal, valid, binding and binding, enforceable obligation on the Company and, to the Knowledge of the Company Company, each other party thereto, and in full force and effecteffect and, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and subject to general principles of equity whether applied the Company obtaining the necessary consents disclosed in a court of law or a court of equity; (ii) the agreement will not, as a result Section 3.30 of the execution and delivery by the Company of this Agreement or the Transaction DocumentationDisclosure Schedule, or the consummation by the Company of the transactions contemplated hereby or thereby, cease will continue to be a legal, valid, binding binding, enforceable, and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject in accordance with the terms thereof as in effect immediately prior all cases to the Closingqualifications that enforcement of the rights and remedies created thereby are subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and other laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law); (ii) with respect to each such Contract, neither the Company, nor to the Knowledge of the Company, each other party thereto, is in material breach or default, and to the Knowledge of the Company no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration thereunder, and (iii) neither the Company norCompany, nor to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge Knowledge of the Company, any other party under such contractthereto, except for has repudiated any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectprovision of any Contract.

Contracts. (a) Section 2.14 Schedule 4.10(a) sets forth a complete and accurate list of the Company Disclosure Schedule lists all the following written agreements (whether written or oral) to which the each Acquired Company is a party as of the date of this Agreement (other than the Transaction Documentation):or by which they are bound: (i) any agreement (or group of related agreements) contract providing for the lease of personal property from or to third parties (A) which provides for lease payments annual compensation in excess of $25,000 per annum 100,000 to any officer or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the employee of an Acquired Company on sixty (60) days or less prior written noticerelating to any loan from any Acquired Company to any officer, director or Affiliate of such Acquired Company; (ii) excluding the Credit Facility, any agreement (indenture, mortgage, loan, credit or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) similar contract under which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the an Acquired Company has granted manufacturing rightsborrowed money, “most favored nation” pricing provisions issued any note, bond, indenture or exclusive marketing other evidence of indebtedness for borrowed money or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partysold and leased back assets; (iii) any agreement which, to the knowledge guarantee by an Acquired Company of the any obligation of another Person (other than another Acquired Company, establishes a material joint venture or legal partnership); (iv) any agreement that an Acquired Company reasonably expects will require expenditures or generate revenues in any twelve (12)-month period ending after the Closing Date in excess of $50,000; provided, however, that the listing of an agreement on Schedule 4.10(a)(iv) is not a representation or group warranty that the agreement will require such expenditures or generate such revenues in such period in excess of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible50,000; (v) any agreement that purports to limit in contract establishing any joint venture or partnership with a Third Party or any material contract licensing rights with respect the right of the to Company Intellectual Property or Third Party Intellectual Property, except for contracts relating to engage in any line of business, or to compete with any person or operate in any geographical locationMass- Marketed Software; (vi) any employment agreement that expressly limits, impedes, interferes with or consulting agreement which provides for payments restricts the ability of the Acquired Companies to compete in excess or enter into or do any line of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice);business in any geographic area; and (vii) any agreement involving any officerleases for Leased Real Property. The contracts, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise arrangements described in clauses (i) through (xi)v) of this Section 4.10(a) are collectively the “Company Contracts.” (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.14 Schedule 4.10(b), all Company Contracts are valid and binding agreements of the Acquired Company Disclosure Schedule: (i) party thereto and, to the agreement is a legalknowledge of Sellers, valid, binding and enforceable obligation of against the Company and parties thereto in full force and effectaccordance with their respective terms, except as such enforceability may be limited under applicable by bankruptcy, insolvency and similar lawsinsolvency, rules moratorium or regulations other Laws affecting or relating to the enforcement of creditors’ rights and remedies generally and to the application of general principles of equity (regardless of whether applied that enforceability is considered in a court of proceeding at law or a court of in equity; (ii) ). Each Acquired Company has performed all material obligations required to have been performed and is not in material breach or material default under the agreement will respective Company Contracts, except for such breaches or defaults that would not, as individually or in the aggregate, reasonably be expected to result in a result Material Adverse Effect. As of the execution and delivery by the Company date of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company norAgreement, to the knowledge of the CompanySellers, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, which after the giving of notice, with notice or lapse of time, or otherwiseboth, would constitute a breach or material default by the an Acquired Company or, to the knowledge of the CompanySellers, any other party under to such contractCompany Contract. Prior to the execution of this Agreement, except for Sellers have made available to Purchaser true, correct and complete copies of each Company Contract and all written amendments, waivers and modifications thereto. (c) Schedule 4.10(c) sets forth all surety bonds, letters of credit, guaranties or similar arrangements relating to each Acquired Company (whether provided by Sellers or any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectof their Affiliates).

Contracts. (a) Section 2.14 Schedule 5.16(a) of the Company Disclosure Schedule Schedules lists all material Contracts (collectively, the following agreements (whether written or oral“Material Contracts”) to which the Company Group is a party and which are currently in effect and constitute the following: (i) each Contract that requires annual payments or expenses by, or annual payments or income to, the Company Group of $100,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practice); (ii) each sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contract and agreement requiring the payment of any commissions by the Company Group in excess of $75,000 annually; (iii) each employment Contract, employee leasing Contract, and consultant and sales representative Contract with any current or former officer, director, employee or individual consultant of the Company Group or other Person, under which the Company Group (A) has continuing obligations for payment of annual compensation of at least $150,000 (other than oral arrangements for at-will employment), (B) has material severance or post termination obligations to such Person (other than COBRA obligations or other obligations required by applicable Law), or (C) has an obligation to make a material payment upon consummation of the transactions contemplated hereby or as a result of a change of control of the Company Group; (iv) each Contract creating a material joint venture, strategic alliance, limited liability company and partnership agreement to which the Company Group is a party; (v) ach Contract relating to any material acquisitions or dispositions of assets by the Company Group in excess of $50,000; (vi) each Contract for a material licensing agreement for material Intellectual Property Rights (including the nature of the use of said Intellectual Property Right), other than (i) “shrink wrap,” off-the-shelf, or other publicly or commercially available licenses, and (ii) non-exclusive licenses granted in the ordinary course of business; (vii) each Contract relating to secrecy, confidentiality and nondisclosure obligations that restrict the conduct of the Company Group in any material respect (except for such Contracts entered into in the ordinary course of business) or substantially limit the freedom of the Company Group to compete in any line of business or with any Person or in any geographic area; (viii) ach Contract providing for material guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company Group to a third party other than any indemnity or similar provisions incidental to any Contract entered into by the Company Group in the ordinary course of business; (ix) each Contract to which any Company Insider is a party (other than those addressed in clause (iii) above); (x) ach Contract relating to tangible property or tangible assets (whether real or personal) in which the Company Group holds a leasehold interest, and which involves payments to the lessor thereunder in excess of $50,000 per year; (xi) each Contract relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit, except any such Contract with an aggregate outstanding principal amount not exceeding $10,000; (xii) each Contract relating to any of the Company Shares or the voting or control of the Equity Securities of the Company Group or the election of directors of the Company (other than the Shareholder Support Agreements and the Organizational Documents of the Company Group), including any voting trust, other voting agreement or proxy with respect thereto; (xiii) ach material Contract that can be terminated, or the provisions of which are materially altered, as a result of the consummation of the transactions contemplated by this Agreement or any of the Additional Agreements to which the Company Group is a party; and (xiv) ach Contract for which any of the benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or individual consultant of a member of Company Group will be materially increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement. (b) Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, as of the date of this Agreement (other than the Transaction Documentation): Agreement, (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has each Material Contract is a remaining term longer than 12 months valid and binding agreement, and is not cancellable without penalty by in full force and effect, and neither the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichGroup nor, to the knowledge of the Company, establishes a material joint venture any other party thereto, is in breach or legal partnership; default (iv) any agreement (whether with or group without the passage of related agreementstime or the giving of notice or both) under which it the terms of any such Material Contract, subject to Creditors’ Rights, (ii) the Company Group has creatednot assigned, incurreddelegated, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on otherwise transferred any of its assetsrights or obligations with respect to any Material Contracts, tangible or intangible; (v) granted any agreement that purports power of attorney with respect thereto or to limit in any material respect the right of the Company Group’s assets, (iii) no Contract (A) requires the Company Group to engage in post a bond or deliver any line other form of businesssecurity or payment to secure its obligations thereunder or (B) imposes any non-competition covenants that may be binding on, or restrict the Business or require any payments by or with respect to compete with Purchaser or any person or operate in any geographical location;of its Affiliates. The Company Group previously provided to the Parent true and correct copies of each written Material Contract as of the date of this Agreement. (vic) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (Except as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does would not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to to, individually or in the aggregate, have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities none of the Company; and (xii) any other agreement (execution, delivery or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery performance by the Company of this Agreement or Additional Agreements to which the Transaction Documentation, Company is a party or the consummation by the Company of the transactions contemplated hereby or therebythereby constitutes a default under or gives rise to any right of termination, cease to be a legal, valid, binding and enforceable cancellation or acceleration of any material obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, Company Group or to be in full force and effect in accordance with the terms thereof as in effect immediately prior a loss of any material benefit to the Closing; and (iii) neither which the Company nor, to the knowledge Group is entitled under any provision of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and Material Contract. (d) Except as would not reasonably be anticipated to expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company Group is in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.

Contracts. (a) Section 2.14 5.16 of the Company Disclosure Schedule lists as of the following agreements (whether date of this Agreement all written or oraloral contracts, agreements, guarantees, leases and executory commitments other than Plans (each a “Contract”) to which the Company is a party as and which fall within any of the date following categories and which are not disclosed as “material contracts” in the Company SEC Documents: (a) joint venture, partnership and like agreements, other than those that are, individually or in the aggregate, immaterial; (b) Contracts containing covenants purporting to limit the freedom of this Agreement the Company (or that, following the consummation of the Transactions, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete in any line of business in any geographic area or to hire any individual or group of individuals; (c) Contracts which contain minimum purchase conditions in excess of $500,000 or requirements or other terms that restrict or limit the purchasing relationships of the Company, or any customer, licensee or lessee thereof; (d) Contracts relating to any outstanding commitment for capital expenditures in excess of $250,000; (e) Contracts relating to the lease or sublease of or sale or purchase of real or personal property involving any annual expense or price in excess of $100,000 and not cancelable by the Company (without premium or penalty) within one month; (f) Contracts with any labor organization or union; (g) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset) or under which the Company has, directly or indirectly, made a loan, capital contribution to, or other investment in, any person (other than in the Transaction Documentation): Company and other than (A) extensions of credit in the ordinary course of business and (B) investments in marketable securities in the ordinary course of business); (h) Contracts involving annual revenues to the business of the Company in excess of 2.5% of the Company’s annual revenues; (i) any agreement Contract pursuant to which the Company is subject to continuing indemnification or “earn-out” obligations involving more than $100,000; (j) Contracts with or group of related agreements) for the lease benefit of personal property from any shareholder or to third parties affiliate of the Company and/or immediate family member thereof; (Ak) which provides for lease Contracts involving payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for its subsidiaries, in the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period aggregate, of more than one $100,000 per year, is not cancellable without penalty by ; (l) any Contract that contains restrictions with respect to payment of dividends or any other distribution in respect of the Company on sixty Common Stock; and (60m) days or less prior written notice and involves more Contracts not entered into in the ordinary course of the Company’s business other than those that are not material to the sum business of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing any of its subsidiaries. All such Contracts and all other contracts that are individually material to the business or distribution rights relating to operations of the Company or any products of its subsidiaries are valid and binding obligations of the Company or territory or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichof its subsidiaries and, to the knowledge of the Company, establishes a material joint venture the valid and binding obligation of each other party thereto, except such Contracts which if not so valid and binding would not, individually or legal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to aggregate, have a Company Material Adverse Effect; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license . None of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, party thereto is in breach violation of or violation in default in respect of, nor has there occurred an event or default under, any such agreement, and no event has occurred, is pending or, to condition which with the knowledge passage of the Company, is threatened, which, after the time or giving of notice, with lapse of time, notice (or otherwise, both) would constitute a breach default under or default by permit the Company or, to the knowledge of the Companytermination of, any other party under such contractContract, except for any breachsuch violations or defaults under or terminations which, violation individually or default that has not had and in the aggregate, would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.14 3.13 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 €10,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty twelve (6012) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum€50,000, or (BC) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a material joint venture or legal partnershiplimited liability company; (iv) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 €50,000 or under which it the Company or any Subsidiary has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in for the disposition of any material respect significant portion of the right assets or business of the Company to engage or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any line agreement for the acquisition of business, the assets or to compete with business of any person other entity (other than purchases of inventory or operate components in any geographical locationthe Ordinary Course of Business); (vi) any employment agreement concerning confidentiality or consulting agreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice)noncompetition; (vii) any employment or consulting agreement; (viii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)Affiliate thereof; (ix) any agreement not already listed in Section 3.12 of the Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement not already listed in Section 3.12 of the Disclosure Schedule which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xiixi) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments either involving more than €10,000 or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company Trust has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.14 3.11 or Section 3.13 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied effect in a court of law or a court of equityaccordance with the terms thereof; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the CompanyTrust, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyTrust, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the CompanyTrust, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effectagreement.

Contracts. (a) Section 2.14 2.15 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides providing for lease payments in excess of $25,000 per annum or (B) which has having a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticemonths; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60B) days or less prior written notice and which involves more than the sum of $25,000 per annum(excluding agreements for the sale of goods in the Ordinary Course of Business that contain any Company Obligations (as defined below) no less favorable to the Company than the Standard Terms (as defined below)), or (BC) in which the Company has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a material partnership or joint venture or legal partnershipventure; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, concerning confidentiality or to compete with any person or operate in any geographical locationnoncompetition; (vi) any agreement for personal services or employment agreement with any of the Company's employees not terminable by the Company before or consulting agreement which provides for payments in excess of $50,000 per annum (after the Merger upon not more than 10 days' notice without penalty or any other than employment or consulting agreements terminable on less than thirty (30) days’ notice)liability; (vii) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or other arrangement covering the Company's employees not terminable by the Company before or after the Merger upon not more than 10 days' notice without penalty or any other liability; (viii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act) thereof (an “Affiliate”) (other than stock subscriptionAct of 1934, stock optionas amended, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent); (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)thereof; (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (x) any agreement (A) which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of BusinessBusiness on terms no less favorable to the Company than the Standard Terms (as defined below)) or (B) relating to the extension of credit by the Company or guaranteeing by the Company of any obligation of any third party; (xi) any agreement, contract or agreement that provides any discount other than as contemplated by this Agreement, relating pursuant to the future sales Company's standard discount terms; (xii) any contract providing for the payment of securities a commission or other fee calculated as or by reference to the volume of web traffic or a percentage of the profits or revenues of the Company or of any business segment of the Company; (xiii) any contract or agreement not described above that is material to the business, operations, assets, financial condition, results of operations, properties or prospects of the Company, including without limitation, agreements relating to web site development and operations; marketing, promotion, affiliate and advertising, including search engine referrals and Internet private labeling; fulfillment operations; and telephone, credit card and freight carrier services; and (xiixiv) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of either involving more than $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each written agreement listed in Section 2.14 2.12 or Section 2.15 of the Company Disclosure ScheduleSchedule and such Sections of the Company Disclosure Schedule contains an accurate summary of each oral agreement so listed. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease continue to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, to the knowledge of the Company, any other party under such agreement. No notice has been received by the Company with respect to the possible termination or modification of any material contract, except for and the Company has no reason to believe that any breach, violation business or default that has not had and would not reasonably financial relationship with any party to a material contract is likely to be anticipated to have a Company Material Adverse Effectadversely affected by consummation of the Merger.

Contracts. (a) Section 2.14 Except as set forth in Schedule 3.08(a) and except for any Contracts which are Excluded Assets and the Building Access Agreements, Sellers are not a party to or bound by any Contract that is primarily used or primarily held or intended for use in, or that arises primarily out of, the operation or conduct of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is a party as of the date of this Agreement (other than the Transaction Documentation):Business and that is: (i) any a written employment agreement (or group of related agreements) for the lease of personal property from or to third parties (A) which provides for lease payments employment contract that has an aggregate future liability in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months 75,000 and is not cancellable without penalty terminable by the Company on sixty (60) Sellers by notice of not more than 60 days or for a cost of less prior written noticethan $25,000; (ii) a collective bargaining agreement or other Contract with any agreement (labor organization, union or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written notice and involves more than the sum of $25,000 per annum, or (B) in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain party;association; =============================================================================== -18- (iii) a covenant not to compete (other than pursuant to any agreement whichradius restriction contained in any lease, to reciprocal easement or development, construction, operating or similar agreement) that materially limits the knowledge conduct of the Company, establishes a material joint venture or legal partnershipBusiness as presently conducted; (iv) a lease, sublease or similar Contract with any agreement (or group of related agreements) person under which it has createdSellers are a lessor or sublessor of, incurredor makes available for use to any person, assumed (A) any Business Property or guaranteed (or may create, incur, assume or guaranteeB) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any portion of its assets, tangible or intangibleany premises otherwise occupied by Sellers; (vA) any a continuing Contract for the future purchase of materials, supplies or equipment (other than purchase orders for inventory in the ordinary course of business consistent with past practice) (a "Vendor Contract"), (B) a management, service, consulting or other similar Contract or an advertising agreement that purports to limit or arrangement, in any material respect the right of the Company such case that has an aggregate future liability to engage in any line of business, or to compete with any person or operate in any geographical locationexcess of $50,000 and is not terminable by Sellers by notice of not more than 60 days for a cost of less than $2,500; (vi) a Contract providing for the services of any employment agreement dealer, distributor or consulting agreement which provides for payments sales representative involving the payment or receipt over the life of such Contract in excess of $50,000 per annum (other by Sellers and is not terminable by Sellers by notice of not more than employment or consulting agreements terminable on 60 days for a cost of less than thirty (30) days’ notice)$2,500; (vii) a Contract (including any agreement involving so-called take-or-pay or keepwell agreement) under which (A) any officerperson has directly or indirectly guaranteed indebtedness, director liabilities or stockholder obligations of the Company Sellers or (B) Sellers have directly or indirectly guaranteed indebtedness, liabilities or obligations of any affiliate other person (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (each case other than stock subscriptionendorsements for the purpose of collection in the ordinary course of business), stock optionin any such case that, restricted stockindividually, warrant or stock purchase agreements the forms is in excess of which have been made available to Parent)$50,000; (viii) any agreement or commitment a material Contract providing for capital expenditures in excess confidential treatment by Sellers of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed third party information other than non-disclosure agreements and commitments for capital expenditures does not exceed $100,000 entered into by Sellers in the aggregate for all projects)ordinary course of business consistent with past practice; (ix) a Contract for any agreement Investment; (x) a material license, sublicense, option or other Contract relating in whole or in part to the Assigned Intellectual Property, Licensed Intellectual Property, Software and Technology (including any license or other Contract under which Sellers are licensee or licensor of any Assigned Intellectual Property, Licensed Intellectual Property, Software and Technology); (xi) (A) a Contract under which Sellers have borrowed any money from, or issued any note, bond, debenture or other evidence of indebtedness to, any person or (B) any other note, bond, debenture or other evidence of indebtedness issued by Sellers to any person, in any such case that, individually, is in excess of $5,000 (other than Excluded Debt); and =============================================================================== -19- (xii) a Contract for the consequences sale of any Acquired Asset (other than inventory sales in the ordinary course of business) or the grant of any preferential rights to purchase any Acquired Asset or requiring the consent of any party to the transfer thereof. (b) Schedule 3.08(b) lists all Building Access Agreements and further identifies, by material third party landlord and its respective affiliates (each, as defined below, a default "Material Landlord"), all Building Access Agreements to which such Material Landlord is a party. For purposes of this Section, a Material Landlord is one of the top 15 third party landlords (including its affiliates) in terms of the total revenue of the Business generated by the Sellers at such landlord's multitenant office buildings for the year ended December 31, 2001, as set forth in the Business Plan. True and complete copies of the Building Access Agreements shall have been delivered or termination would made available to Purchaser prior to the Closing Date. (c) Except as set forth in Schedule 3.08(c), all Assigned Contracts are valid, binding and in full force and effect and are enforceable by Sellers, as applicable, in accordance with their terms, except for such failures to be valid, binding, in full force and effect or enforceable that, individually or in the aggregate, could not reasonably be expected to have a Company Sellers Material Adverse Effect; Effect (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasesubject, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales enforcement of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated remedies, to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar lawsreorganization, rules insolvency, moratorium or regulations other laws affecting creditors’ ' rights and remedies generally and from time to general principles of equity whether applied time in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally effect and to general principles of equity, whether applied ). Except as set forth in a court of law Schedules 3.08(a) or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor3.08(c), to the knowledge Knowledge of Sellers, Sellers have performed all obligations required to be performed by them to date under the Company, any other party, is in breach or violation of, or default under, any such agreementAssigned Contracts, and no event has occurred, is pending or, to they are not (with or without the knowledge lapse of the Company, is threatened, which, after time or the giving of notice, with lapse of time, or otherwise, would constitute a both) in material breach or default by the Company orin any respect thereunder and, to the knowledge Knowledge of Sellers, no other party to any Assigned Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or default in any respect thereunder. Sellers have not, except as disclosed in Schedule 3.08(c), received any notice of the Company, intention of any other party under such contract, except for to terminate any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectAssigned Contract.

Contracts. (a) Section 2.14 3.13(a) of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company is Letter sets forth a party list, as of the date hereof, of this Agreement each of the following contracts or agreements or arrangements to which NNGC is a party, or by which NNGC or any of its properties are bound (other than each contract or agreement or arrangement set forth in Section 3.13(a) of the Transaction DocumentationDisclosure Letter being referred to herein as a "Material Contract"; provided that no NNGC Plan or Sellers Plan shall be a Material Contract): (i) any agreement (commitment, agreement, note, loan, evidence of indebtedness, letter of credit or group guarantee of related agreements) the indebtedness for borrowed money of others that Sellers reasonably anticipate will, in accordance with its terms, involve aggregate payments by NNGC of more than $200,000 within the lease of personal property from or to third parties (A) which provides for lease payments in excess of $25,000 per annum or (B) which has a remaining term longer than 12 months and is not cancellable without penalty by the Company on sixty (60) days or less prior written noticeof such agreement; (ii) any agreement (lease under which NNGC is the lessor or group lessee of related agreements) for the purchase real or sale of products or for the furnishing or receipt of services personal property, which lease (A) which calls for performance over a period of cannot be terminated by NNGC without penalty upon not more than one year, is not cancellable without penalty by the Company on sixty (60) days or less prior written 180 calendar days' notice and involves more than the sum of $25,000 per annum, or (B) involves an annual base rental in which the Company has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase goods or services exclusively from a certain partyexcess of $1,000,000; (iii) any agreement which, contracts or agreements containing covenants limiting the freedom of NNGC to the knowledge engage in any line of the Company, establishes a material joint venture business or legal partnershipgeographic area or compete with any Person; (iv) any agreement (or group of related employment agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit pending sale of real or personal property of NNGC (other than sales of natural gas, natural gas liquids, or other terms of inventory in any material respect the right of the Company to engage in any line ordinary course of business, or to compete with any person or operate ) in any geographical locationexcess of $100,000; (vi) any employment agreement gas purchase contracts, gas sales contracts, gas processing agreements, gas storage agreements, transportation agreements, natural gas liquids sales contracts, and gathering agreements (1) providing for receipt or consulting agreement payment by NNGC of more than $3,000,000 annually or (2) which provides for payments in excess may not be terminated without payment or penalty with notice of $50,000 per annum one (other than employment 1) year or consulting agreements terminable on less than thirty (30) days’ notice)less; (vii) any agreement involving any officer, director purchase order or stockholder contract requiring a capital expenditure or a commitment for a capital expenditure not included in the capital forecast previously provided to Buyer in the Summary Information Memorandum dated July 2002 and in excess of the Company or any affiliate (as defined in Rule 12b-2 under the Exchange Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent)$100,000; (viii) any agreement obligation to make future payments, contingent or commitment for capital expenditures otherwise, in excess of $25,000100,000 arising out of or relating to the acquisition or disposition of any business, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects)assets, or stock of other companies by NNGC; (ix) any agreement under which purchase order not in the consequences ordinary course of a default or termination would reasonably be expected to have a Company Material Adverse Effectbusiness and greater than $250,000; (x) any agreement which contains any provisions requiring the Company or to indemnify any other party thereto (excluding indemnities contained hedging arrangements, forward sales contracts and derivative arrangements in agreements for the purchase, sale or license excess of products entered into in the Ordinary Course a notional amount of Business);$500,000 and a term of over one year; or (xi) any agreementNNGC regulatory rate settlement agreement approved by the FERC since the NNGC's 1998 Rate Case Settlement Agreement approved by the FERC on June 18, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xii) any other agreement (or group of related agreements) (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi)1999. (b) The Company has delivered or made available to Section 3.13(b) of the Parent Disclosure Letter sets forth a complete and accurate copy list, as of the date hereof, of each contract or agreement listed in Section 2.14 of that NNGC has with an Affiliate (an "Affiliate Contract"). (c) To the Company Disclosure Schedule. With respect to each agreement so listedSellers' Knowledge, and except as set forth in Section 2.14 of the Company Disclosure Schedule: (i) the agreement NNGC is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor, to the knowledge of the Company, any other party, is not in breach or violation of, or default under, any such of the Material Contracts. Each Material Contract is a valid agreement, and no event has occurredarrangement or commitment of NNGC, is pending orenforceable against NNGC in accordance with its terms and, to the knowledge Sellers' Knowledge, is a valid agreement, arrangement or commitment of each other party thereto, enforceable against such party in accordance with its terms, except in each case where enforceability may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally and except where enforceability is subject to the application of equitable principles or remedies. True and complete copies of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or, Material Contracts and Affiliate Contracts have heretofore been made available to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse EffectBuyer.