Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. (a) Neither the Company nor any of its Subsidiaries has any agreements, contracts or commitments (including but not limited to end user license agreements) that (i) resulted in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess of $500,000; or (ii) which require the making of any charitable contribution in excess of $25,000; (b) No purchase contracts or commitments of the Company or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Agreements, Contracts and Commitments. Except for Contracts filed as exhibits to Company SEC Documents pursuant to Item 601 of Regulation S-K and listed on the exhibit index to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2004 (a) Neither “SEC Contracts”), or as disclosed in Section 4.12 of the Company’s Disclosure Letter, neither the Company nor any of its Subsidiaries has is a party to or bound by any agreementsContract currently in effect and of the following nature (collectively, contracts the “Company Material Contracts”): (a) Contracts (other than Benefit Plans, which are covered under Section 4.15) with any current or commitments former, director or officer of, or natural person consultant of or to, the Company or any of its Subsidiaries under which the Company or its Subsidiaries may have material ongoing or future payment obligations for services rendered or to be rendered; (including but not limited to end user license agreementsb) Contracts that (ix) resulted involve the performance by the Company or any of its Subsidiaries of services of an amount or value in excess of $100,000 annually after June 30, 2005 or will result in (Ay) involve payments by the Company or any of its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess of $500,000; or 100,000 annually after June 30, 2005, unless terminable by the Company on not more than 30 days notice without material penalty (iiother than employment and consulting arrangements entered into in the ordinary course of business and the Change of Control Agreements and Severance Agreements disclosed in Section 4.12(n) which require of the making of any charitable contribution in excess of $25,000Company Disclosure Letter); (bc) No purchase contracts or commitments Contracts (i) for the sale of assets of the Company or any of its Subsidiaries continue involving aggregate consideration of $50,000 or more (other than licenses of Products in the ordinary course of business), or (ii) for a period the grant to any Person of more than ninety (90) days any preferential rights to purchase any material amount of assets or are in excess any material asset of the normal, ordinary and usual requirements Company or any of the business of the Companyits Subsidiaries; (cd) Except for agreements: (i) Contracts for the purchaseacquisition, saleby merging or consolidating with, licenseby purchasing an equity interest in or a portion of the assets of, distributionor by any other manner having the same or similar effect, maintenance any business or support any Person or assets of any Person (other than the purchase of equipment, inventories and supplies in the ordinary course of business consistent with past practice); (e) Contracts (including loan agreements, credit agreements, notes, bonds, mortgages or other agreements, indentures or instruments) relating to indebtedness for borrowed money, letters of credit, the deferred purchase price of property, conditional sale arrangements, capital lease obligations, obligations secured by a Lien, or interest rate or currency hedging activities (including guarantees or other contingent liabilities in respect of any of the foregoing but in any event excluding trade payables arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment); (f) Loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $10,000 or less to any individual on any date of determination, and $50,000 in the aggregate on any date of determination), or investments in, any Person, other than the Company products or a Subsidiary, or any Contracts relating to the making of any such loans, advances or investments or any Contracts involving a sharing of profits (except for bonus arrangements with employees entered into in the ordinary course; course of business consistent with past practice); (iig) under which Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement (including any franchising agreement); (h) Contracts to be performed relating to capital expenditures of the Company made and/or its Subsidiaries with a value in excess of $50,000 in any fiscal year, or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion in the aggregate capital expenditures of the rights granted Company and/or its Subsidiaries with a value in excess of $200,000; (i) Contracts relating to any material Company Permits; (j) Contracts which contain restrictions with respect to payment of dividends or any other distribution in respect of its capital stock; (k) Contracts containing covenants purporting to restrict the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has or its or their affiliates from competing with or otherwise legally or contractually restraining, limiting or impeding the Company’s or any outstanding contract (i) of its Subsidiaries’ ability to compete with any officerPerson or conduct any business or line of business or which restrict any other Person from competing with the Company, employee, agent, consultant, advisor, salesman any of its Subsidiaries or sales representative, any of its or their affiliates; (iil) Contracts which are material to the Company or any of its Subsidiaries and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person (other than with respect to any reseller, distribution, OEM or end user license agreement for Company products Contracts entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise); (m) Neither Contracts required to be disclosed under Item 404 of Regulation S-K under the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the CompanySecurities Act; (n) Neither Contracts required to be filed under Item 601(b)(10) of Regulation S-K under the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements;Securities Act; and (o) Neither the Company nor any Contracts that contain minimum annual purchase obligations (take-or-pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased in excess of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into $10,000 individually and $50,000 in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The aggregate. Each Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material SEC Contract is in full force and effect and (iv) each Material Contract effect, is a legal, valid and binding obligation of the Company or its the Subsidiary of the Company party thereto and, to the Company’s knowledgeKnowledge, each other party thereto, except as would not reasonably be expected to (x) result in a material loss or liability to the Company or its Subsidiaries or (y) interfere in a material manner with the business or operations of the Company and its Subsidiaries or the ownership of their properties or assets. There exists no default or event of default or event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) on the part of the Company or any Subsidiary or, to the Company’s Knowledge, on the part of any other parties theretoparty to any Company Material Contract that, enforceable in accordance with its termsthe giving of notice or the lapse of time or both, except would become a default or event of default under any Company Material Contract or SEC Contract that the enforcement thereof may could reasonably be limited by expected to (Ax) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered result in a proceeding material loss or liability to the Company or its Subsidiaries or (y) interfere in equity a material manner with the business or at law)operations of the Company and its Subsidiaries or the ownership of their properties or assets.

Agreements, Contracts and Commitments. (a) Neither Section 4.12 of the Company nor any of its Subsidiaries has any agreements, contracts or commitments (including but not limited to end user license agreements) that (i) resulted Disclosure Letter lists the following Contracts in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending effect as of the date of this AgreementAgreement other than any Company Employee Plans (each, in either case a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) each Contract that 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; (ii) each Contract that is a collective bargaining agreement or other agreement or arrangement with any labor union, works council or labor organization; (iii) each Contract for the employment or engagement of any individual on an employee, consulting or other basis that provides for annual base compensation in excess of $500,000; or (ii) which require the making of any charitable contribution in excess of $25,000100,000; (biv) No purchase contracts each Contract with any Company Associate that provides for retention, change in control, transaction or commitments of the Company other similar payments or any of its Subsidiaries continue for a period of more than ninety (90) days benefits, whether or are in excess of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property payable as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premiumTransactions; (ev) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing each Contract relating to any customers agreement of indemnification or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would guaranty not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not entered into in the ordinary course of business; (lvi) Neither each Contract containing (A) any covenant limiting the freedom of the Company nor or any of its Subsidiaries has to engage in any contractline of business or compete with any Person, agreement or commitment limiting the development, manufacture, or distribution of the Company’s products or services, (B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision; (vii) other than any Contract that can be terminated for convenience on notice by the purchase Company, each Contract to which the Company or its Subsidiaries are a party that provides for recurring annual minimum payments or receipts (other than milestone, royalty or similar payments or other contingent payments) in excess of $100,000 pursuant to its express terms; (viii) each Contract relating to the disposition or acquisition of material assets or any ownership interest in any corporationEntity, partnershipin each case, joint venture involving payments in excess of $100,000 after the date of this Agreement or other business enterprisehas outstanding any purchase price adjustment, “earn-out,” material payment or similar obligations on the part of the Company or its Subsidiaries; (mix) Neither the Company nor any of its Subsidiaries has any outstanding loan each Contract to any person other than to which the Company or its Subsidiaries are a wholly owned Subsidiary party relating to any indebtedness for borrowed money, financial guaranty, mortgages, indentures, loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit in excess of $100,000 or creating any material Liens with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (nx) Neither each Contract to which the Company nor or any of its Subsidiaries has are a party pursuant to which (A) the Company or its Subsidiaries have continuing milestone or similar contingent payments obligations, including upon the achievement of regulatory or commercial milestones or payment of royalties or other amounts calculated based upon any power revenues or income of attorney outstanding the Company or any its Subsidiaries, in each case, that could result in payments in excess of $100,000, and in each case, excluding indemnification and performance guarantee obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements provided for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business; (B) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor or any of its Subsidiaries has grant to or receive from any agreementsthird party any license to, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against sue or other right with respect to, any third partymaterial Intellectual Property Rights; or (C) the Company or its Subsidiaries have ongoing performance obligations relating to any material research, development and/or collaboration programs or pre-clinical and/or clinical trials and studies with respect to the Company Product Candidates; in each case ((A)-(C)), other than Incidental Contracts; (pxi) The each Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company has made available in connection with the Transactions; (xii) each Contract to Parent truewhich the Company or any of its Subsidiaries is a party or by which any of their assets and properties is currently bound, complete which involves annual obligations of payment by, or annual payments to, the Company or such Subsidiary in excess of $100,000; (xiii) a Company Real Estate Lease; (xiv) any other Contract that is not terminable at will (with no penalty or payment) by the Company or any of its Subsidiaries, and correct copies (A) which involves payment or receipt by the Company or such Subsidiary after the date of each this Agreement under any such agreement, contract listed or commitment of more than $100,000 in Section 3.6 the aggregate, or obligations after the date of this Agreement in excess of $25,000 in the aggregate or (B) that is material to the business or operations of the Disclosure Schedule Company and its Subsidiaries taken as a whole; (collectivelyxv) each stockholders’, investors rights’, registration rights or similar Contract to which the “Material Contracts”Company is a party (excluding Contracts governing Company Options and Company Restricted Stock Unit Awards); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iiixvi) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and with or binding obligation of upon the Company or its Subsidiary andSubsidiaries, or its and their properties or assets that is of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act. (b) The Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor, to the Company’s knowledgeknowledge as of the date of this Agreement, has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Company Material Adverse Effect. As to the Company and its Subsidiaries, as of the date of this Agreement, each of the other parties theretoCompany Material Contract is valid, binding, enforceable and in accordance with its termsfull force and effect, except that subject to the enforcement thereof may be limited by (A) bankruptcyEnforceability Exceptions. No Person is renegotiating, insolvencyor has a right pursuant to the terms of any Company Material Contract to change, fraudulent conveyance, reorganization, moratorium any material amount paid or payable to the Company under any Company Material Contract or any other similar laws now material term or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless provision of whether enforceability is considered in a proceeding in equity or at law)any Company Material Contract.

Agreements, Contracts and Commitments. Item 3.17 of the Seller Disclosure Schedule sets forth a complete and correct list of each existing contract, agreement or commitment of ▇▇▇-▇▇▇▇▇▇ (aother than the agreements described in the definition of Permitted Exceptions set forth in Section 3.13(2)): (1) Neither the Company nor upon which any substantial part of its Subsidiaries has any agreementsbusiness is dependent or which, contracts if breached, would be reasonably likely to have a Material Adverse Effect on ▇▇▇-▇▇▇▇▇▇; (2) which provides for aggregate future payments of more than $5,000, except for purchase orders or commitments (including but not limited to end user license agreements) that (i) resulted sale orders arising in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date ordinary and usual course of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending as of the date of this Agreementbusiness, in either which case in excess of $500,000; or (ii) which require the making of they are listed only if any charitable contribution in excess of party thereto is obligated to make payments pursuant thereto aggregating more than $25,000; (b3) No purchase contracts or commitments of the Company or any of its Subsidiaries continue which extends for a period of more than ninety one hundred eighty (90180) days from the date hereof and is not cancelable by either party on 30 days' notice or are in excess of the normal, ordinary and usual requirements of the business of the Companyless; (c4) Except for agreements: (i) which provides for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year sale after the date of this Agreement or (b) may be renewed at the option of any person hereof and other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with of any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premiumits assets; (e5) Neither which relates to the Company nor employment compensation, retirement or termination of the services of any of its Subsidiaries is in defaultofficer or employee or former officer or employee, nor is there including bonus, incentive, pension, profit-sharing, hospitalization, insurance, deferred compensation, retirement, stock option or stock purchase plans or similar plans providing employee benefits for or with respect to any known basis for any valid claim of default, under any contract made officer or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effectemployee; (f6) Neither which contains covenants pursuant to which any person or entity has agreed not to compete with the Company nor business of any of its Subsidiaries has any employee other Person or not to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendereddisclose to others information concerning such other Person; (g7) Neither which relates to the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers sale or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount disposition of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; and which (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of involve terms or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, quantities exceeding normal commitments or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of businessbusiness or (ii) contain special pricing terms or other provisions which would prohibit or limit the ability of Buyer to effect price increases; (l8) pursuant to which title to any assets of ▇▇▇-▇▇▇▇▇▇ may be encumbered; or (9) Neither the Company nor which relates to any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business arrangement involving a sharing of profits from any enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary . Each of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), foregoing is referred to in this Agreement as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “a "Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Contract." Each Material Contract is in full force and effect and (iv) there has not occurred, with respect to any such Material Contract, any default or event of default, which, with or without due notice or with the lapse of time or both, would constitute a default or event of default on the part of ▇▇▇-▇▇▇▇▇▇ or, to the best knowledge of Seller, any other party thereto, except where such default or event of default would not have a Material Adverse Effect on ▇▇▇-▇▇▇▇▇▇. Complete copies of each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, have been delivered to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)Buyer.

Agreements, Contracts and Commitments. (a) Neither The applicable subpart of Section 3.11(a) of the Company nor Disclosure Schedule sets forth all of the following Contracts to which the Company or its Subsidiaries are a party or by which it or any of its Subsidiaries has any agreementsassets is bound (collectively, contracts or commitments (including but not limited to end user license agreements) that with the Real Property Leases, the “Company Material Contracts”): (i) resulted in Contracts entered into within the last three (3) years or will result in (A) payments otherwise having executory obligations on the part of the Company or its Subsidiaries and relating to the acquisition or disposition by the Company or its Subsidiaries during either fiscal year 2002 of: (A) any business, real property or fiscal year 2003 business segment (up to the date whether by merger, consolidation or other business combination, sale of this Agreementassets or otherwise) or the capital stock of any Person, (B) payments to any of the assets of the Company or its Subsidiaries during (other than sales of inventory or the period beginning in fiscal year 2002 and ending as disposition of the date of this Agreementobsolete equipment, in either each case in excess the ordinary course of $500,000; or (iibusiness) which require the making of any charitable contribution for consideration in excess of $25,000; (bii) No purchase contracts Contracts relating to the incurrence, assumption or commitments guarantee of any debt; (iii) any other Contracts (or groups of related Contracts) that are not terminable by the Company or any other Subsidiary without penalty on notice of sixty (60) days or less, which (A) which involve the expenditure or receipt of more than $25,000 annually or more than $100,000 over the remaining term, or (B) require performance by any Party more than one year from the Signing Date; (iv) Contracts that contain a change of control or other similar provision; (v) Contracts restricting the ability of the Company or any of its Subsidiaries continue for a Subsidiary to operate or compete in any business or with any Person or in any geographic area during any period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Companytime; (cvi) Except Contracts that require the Company or its Subsidiaries to purchase minimum quantities (or pay any amount for agreements: failure to purchase any specific quantities) of goods or services, comply with “take or pay” arrangements, deal with any Person on an exclusive basis, or provide “most favored nations” or similar pricing to any Person; (ivii) Contracts that require the Company or any Subsidiary to indemnify or hold harmless any other Person (other than obligations of the Company or its Subsidiaries to indemnify its customers against third party intellectual property claims contained in the Company Form License Agreements); (viii) Contracts that provide for the any partnership, joint venture, strategic alliance, teaming or similar arrangement; (ix) Contracts that provide for or relate to any employment or consulting relationship with any Person (other than at-will arrangements), including any stock option, stock purchase, salestock appreciation, licensedeferred compensation, distributionseverance of other similar equity or equity-like plan or arrangement involving current or former directors, maintenance managers, stockholders, officers, or support of Company products entered into in the ordinary course; employees; (iix) Contracts under which the Company made or received payments any Subsidiary grants or is granted a license of any Intellectual Property (other than Company Form License Agreements and licenses to the Company or its Subsidiaries, as applicable, of commercially-available software for total consideration of less than $500,000 during calendar year 2002; 5,000); (xi) Contracts with any Governmental Authority, including any settlement, conciliation or similar agreements with any Governmental Authority; (iiixii) which do not provide for any term extension Contracts granting a power of attorney; (xiii) Contracts relating to the sales or expansion distributions of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts Company’s or agreements to which the Company is a party that its Subsidiary’s products or services (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or excluding purchase and sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products orders entered into in the ordinary course of business and Company Form License Agreements); and (xiv) Contracts that are otherwise material to the business, with any distributor operations or dealer that is not cancelable by it on notice financial condition of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of or its Subsidiaries and is in default, nor is there any known basis for any valid claim of default, under any contract made outside the Company’s or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the Subsidiary’s ordinary course of business; (lxv) Neither the each Contract with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to Company nor any of or its Subsidiaries has any contract, agreement or commitment for in connection with the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterpriseContemplated Transactions; (mb) Neither the True, correct and complete copies of all Material Contracts as currently in effect have previously been delivered to VINE. The Company nor any of and its Subsidiaries has are not in default under any outstanding loan to any person other than to Material Contract. To the Company or a wholly owned Subsidiary Knowledge of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to a Material Contract has breached, violated or defaulted under any Material Contract has materially breached and no circumstance exists that, with notice or is in material lapse of time or both (including the Company Merger), would constitute a default of by any of its obligations thereunder which breach or default remains uncured, (iiiparty. Section 3.11(b) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, to Disclosure Schedule sets forth summaries containing the Company’s knowledge, each terms of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)all oral Material Contracts.

Agreements, Contracts and Commitments. (a) Neither Schedule 4.18 of the Company nor any Disclosure Letter sets forth a true, correct and complete list of its Subsidiaries has any agreements, contracts or commitments each Company Material Contract (including but not limited to end user license agreementsas defined below) that (i) resulted is in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending effect as of the date of this Agreement. For purposes of this Agreement, in either case in excess of $500,000; or (ii) which require the making of any charitable contribution in excess of $25,000; (b) No purchase contracts or commitments “Company Material Contract” of the Company or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess shall mean each Company Real Property Lease and each of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements following Contracts to which the Company is a party that party: (ai) do not expire Each Contract (including purchase orders with suppliers or customers) that the Company may not terminate within one year after the date of this Agreement reasonably anticipates will involve annual payments or (b) may be renewed at the option of any person other than consideration furnished by or to the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered25,000; (gii) Neither Each note, debenture, other evidence of indebtedness, guarantee, loan, credit or financing agreement or instrument or other contract for money borrowed by the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain third party; (hiii) Neither the Company nor Each Contract related to any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise material equipment used in the possession manufacturing, packaging and/or distribution of wholesalersthe Company’s products, distributorsincluding, resellerswithout limitation, retailers all Contracts concerning the Software and technology related thereto or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effectthe maintenance thereof; (iiv) Neither Each Contract for the Company nor acquisition of any Person or any business division thereof or the disposition of its Subsidiaries has any debt obligation for borrowed moneymaterial assets of the Company, including guarantees in each case, whether by merger, purchase or sale of stock or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, assets or such contracts representing in excess of $1,000,000.00 otherwise occurring in the aggregate; last three years, other than Contracts (kA) Neither in which the Company nor any of its Subsidiaries applicable acquisition or disposition has any contract, agreement been consummated and there are no material obligations ongoing (other than customary non-disclosure and similar obligations incidental thereto) or commitment currently in force relating to the disposition or acquisition of assets not (B) entered into in the ordinary course of business; (lv) Neither the Company nor any of its Subsidiaries has any contract, Each collective bargaining (or similar) agreement or commitment for the purchase of Contract with any ownership interest in any corporation, partnership, joint venture labor union or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary body representing employees of the Company; (nvi) Neither Each lease, rental agreement, installment and conditional sale agreement, or other Contract that, in each case, (A) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in any personal property; and (B) involves annual payments in excess of $25,000; (vii) Each joint venture Contract, partnership agreement or limited liability company agreement with a third party; (viii) Each agreement with any Affiliate of the Company; (ix) Each Contract with any current or former employee or consultant of the Company; (x) Each Contract, other than customary non-disclosure agreements, that contains covenants expressly limiting in any material respect the freedom of the Company nor to: (A) compete with any Person in a product line or line of business; (B) operate in any geographic area; or (C) solicit customers; (xi) Each Contract providing for indemnification or any guaranty by the Company, in each case that is material to the Company, other than (A) any guaranty by the Company of any of its Subsidiaries has the obligations of the Company or (B) any power Contract providing for indemnification of attorney outstanding customers or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products Persons pursuant to Contracts entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (oxii) Neither Each Contract that grants any right of first refusal, right of first offer, or similar right with respect to any material assets, rights, or properties of the Company nor Company; (xiii) any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring Contract that obligates the Company to indemnify another conduct business on an exclusive or preferential basis or that contains a “most favored nation” or similar covenant with any third party or upon consummation of the Transactions will obligate Iconic or the Company to conduct business on an exclusive or preferential basis; (other than indemnities contained in agreements for xiv) Each Contract (including any license agreement, coexistence agreement and agreement with a covenant not to ▇▇▇) pursuant to which the purchase, sale, Company either (A) grants to a third Person a license, distributionimmunity, maintenance or support other right in or to any material Owned Intellectual Property or (B) is granted by a third Person a license, immunity, or other right in or to any Intellectual Property or IT Systems material to the business of products entered into the Company, provided, however, that none of the following shall be required to be set forth on Schedule 4.18(a)(xiv) of the Company Disclosure Letter but shall constitute Company Material Contracts if they otherwise qualify: (x) non-exclusive licenses of Owned Intellectual Property granted by the Company to customers in the ordinary course of businessbusiness consistent with past practice; (y) or containing any covenant not licenses of open source Software; and (z) click-wrap, shrink-wrap and off-the-shelf Software licenses of customized Software that are available on standard terms to bring legal action against any third party; (p) The Company has made available to Parent truethe public generally with license, complete maintenance, support and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”)other fees less than $5,000 per year; and (xv) Any outstanding written commitment to enter into any Contract of the type described in subsections (i) Neither through (xiv) of this Section 4.18(a). (b) Except as would not, individually or in the Company nor any of its Subsidiaries has materially breachedaggregate, is in reasonably be expected to be material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any all Company Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, Contracts are: (iiii) each Material Contract is in full force and effect effect, subject to the Remedies Exception and (ivii) each Material Contract is a represent the legal, valid and binding obligation obligations of the Company or its Subsidiary and, to the Knowledge of the Company’s knowledge, each represent the legal, valid and binding obligations of the other parties thereto. True, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter correct and complete copies of all Company Material Contracts in effect relating as of the date hereof have been made available to creditors’ rights generally Iconic. Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or default under, and (B) general equitable principles (regardless to the Knowledge of whether enforceability is considered in the Company, no event has occurred which with notice or lapse of time or both would become a proceeding in equity material breach of or at law)default under, any of the Company Material Contracts, and no party to any Company Material Contract has given any written or, to the Knowledge of the Company, oral, claim or notice of any such material breach, default or event.

Agreements, Contracts and Commitments. (a) Neither Schedule 4.19(a) of the Company nor any Disclosure Letter sets forth a true, correct and complete list of its Subsidiaries has any agreements, contracts or commitments each Company Material Contract (including but not limited to end user license agreementsas defined below) that (i) resulted is in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following Contracts to which a Group Company is a party as of the date hereof (other than any Employee Benefit Plan): (i) any Contract or purchase commitment reasonably expected to result in either case future payments to or by any Group Company in excess of $500,000; or 2,000,000 per annum; (ii) which require any Contract with (x) the making of any charitable contribution in excess of $25,000; (b) No purchase contracts or commitments top 10 customers of the Company or any of its Subsidiaries continue Group Companies (the “Material Customers”) as measured by amounts received by the Group Companies on a consolidated basis for a the 12-month period of more than ninety ended on December 31, 2020 and the 6-month period ended on June 30, 2021 and (90y) days or are in excess the top 10 suppliers of the normal, ordinary and usual requirements of Group Companies as measured by amounts paid by the business of the Company; (c) Except for agreements: (i) Group Companies on a consolidated basis for the purchase12-month period ended on December 31, sale2020 and the 6-month period ended on June 30, license2021 (the “Material Suppliers”), distributionin each case, maintenance other than purchase or support of Company products service orders accepted, confirmed or entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (liii) Neither any Contract that purports to limit in any respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company nor from engaging in any line of business or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (iv) any Contract memorializing any Interested Party Transactions (other than those employment agreements, confidentiality agreements, non-competition agreements (for the benefit of a Group Company) or any other agreement of similar nature entered into in the Ordinary Course with employees or technical consultants) providing for annual payments in an amount equal to or greater than $2,000,000; (v) any Contract in an amount equal to or greater than $2,000,000 that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its Subsidiaries has customers, or that contains any contract“take or pay” or minimum requirements with any of its suppliers, agreement or commitment for the purchase right of any ownership interest in any corporation, partnership, joint venture first refusal or other business enterprisesimilar provisions with respect to any transaction engaged in by any of the Group Companies; (mvi) Neither any Contract that is related to the governance or operation of any material joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies; (vii) any Contract for or relating to any borrowing of money by or from the Company nor in excess of $2,000,000 (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of its Subsidiaries has the Group Companies); (viii) any outstanding loan Contract (A) providing for the grant of any preferential rights to purchase or lease any person other than to the Company or a wholly owned Subsidiary material asset of the Company; or (B) providing for any exclusive or preferred right to sell or distribute any material product or material service of the Group Companies taken as a whole; (nix) Neither any obligation to register any Company Shares or other securities of the Company nor Group Companies with any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor Governmental Entity (other than indemnities contained ordinary course requirements of foreign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies); (x) any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, in agreements each case, for which any Group Company has any material outstanding payment obligations; (xi) any Contract for the purchaseuse by any of the Group Companies of any tangible property where the annual lease payments are greater than $500,000 (other than any lease of vehicles, saleoffice equipment or operating equipment made in the ordinary course of business) (the “Material Company Real Property Leases”); (xii) any Contract under which any of the Group Companies: (A) obtains the right to use, licenseor a covenant not to be sued under, distributionany material Intellectual Property from any third party (“Inbound License”), maintenance other than Incidental Inbound Licenses; or support (B) grants the right to use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors, contractors or customers in the ordinary course of products entered into business); (xiii) any Contract pursuant to which any Group Company (i) provided material source code containing or embodying any Group Company Software to a third party (other than contractors providing services to the Group Companies with respect thereto in the ordinary course of business) or otherwise in respect of (ii) granted a third party a contingent right to receive material source code containing or embodying any obligation of Group Company Software, whether pursuant to an escrow arrangement or otherwise; (xiv) any personlabor agreement, corporation, partnership, joint venture, association, organization or other entitycollective bargaining agreement, or any capital maintenance, keepother labor-well or similar related agreements or arrangements;arrangements with any labor union, labor organization, or works council or other employee representative bodies; and (oxv) Neither any Contract that creates guarantees or liens of any nature on the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into Group Companies’ assets not in the ordinary course of business) business and in an amount equal to or containing any covenant not to bring legal action against any third party;greater than $2,000,000. (pb) The Each Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) each Material Contract is represents a legal, valid and binding obligation of the applicable Group Company or its Subsidiary party thereto and, to the Company’s knowledge, each Knowledge of the other parties Company, represents a legal, valid and binding obligation of the counterparties thereto, enforceable in accordance with its terms, except that the enforcement thereof insofar as enforceability may be limited by (A) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in default under and, to the Knowledge of the Company, no event has occurred which with notice or lapse of time or both would become a material breach of or default under, any Company Material Contract, and (B) general equitable principles (regardless to the Knowledge of whether enforceability is considered in a proceeding in equity the Company, no party to any Company Material Contract has given any written notice of any claim of any such breach, default or at law)event or has provided any formal written notice of any intention to terminate, any such Company Material Contract. True, correct and complete copies of all Company Material Contracts have been made available to SPAC.

Agreements, Contracts and Commitments. (a) Neither Section 3.12(a) of the Disclosure Schedules lists each of the following contracts of the Company nor (such contracts, together with all contracts concerning the occupancy, management or operation of any of its Subsidiaries has any agreements, contracts or commitments Leased Real Property (including but not limited to end user license agreementswithout limitation, brokerage contracts) that listed or otherwise disclosed in Section 3.12(a) of the Disclosure Schedules and all Material Company IP Contracts, being “Material Contracts”): (i) resulted each Contract of the Company involving aggregate consideration in or will result excess of $50,000 and which, in (A) payments each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (ii) all Contracts that require the Company to purchase its Subsidiaries total requirements of any product or service from a third party or that contain “take or pay” provisions; (iii) all Contracts the primary purpose of which is the indemnification by the Company of any Person or the assumption of any Tax, environmental or other Liability of any Person; (iv) all Contracts entered into during either fiscal year 2002 or fiscal year 2003 the three (up 3) years prior to the date hereof or that have outstanding payment obligations by the Company and relate to the acquisition or disposition of this Agreementany Person by the Company, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (v) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which the Company is a party; (vi) all employment agreements and Contracts with independent contractors or consultants (Bor similar arrangements) payments to which the Company is a party and which are not cancellable without material penalty or without more than ninety (90) days’ notice; (vii) except for Contracts relating to trade payables, all Contracts relating to Indebtedness (including, without limitation, guarantees) of the Company; (viii) all Contracts with any Governmental Authority to which the Company is a party (“Government Contracts”); (ix) all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any geographic area or during any period of time; (x) any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company; (xi) all Contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company) on the other hand; (xii) all collective bargaining agreements or Contracts with any labor union to which the Company is a party; and (xiii) any other Contract that is material to the Company or and not previously disclosed pursuant to this Section 3.12. (b) Each Material Contract is valid and binding on the Company in accordance with its Subsidiaries during terms and is in full force and effect, subject to the period beginning Enforceability Exceptions. There are no Material Contracts that are not in fiscal year 2002 and ending written form. The Company has not, nor to the Company’s Knowledge, as of the date of this Agreement, in either case in excess has any other party to a Material Contract, materially breached, violated or defaulted under, or received notice that it materially breached, violated or defaulted under, any of $500,000; the terms or (ii) which require the making conditions of any charitable contribution in excess of $25,000; (b) No purchase contracts Material Contract, except as would not, individually or commitments of the Company or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Mergeraggregate, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company be material to the Company. In all material respects, all obligations under the terms of each Material Adverse Effect; (f) Neither Contract required to be performed by the Company nor any of its Subsidiaries has any employee been performed to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the extent such obligations to perform have accrued, and no act or omission by the Company nor any has occurred or failed to occur which, with the giving of its Subsidiaries is restricted from carrying on its business in any material respect anywhere notice, the lapse of time or both would constitute a default under, such Material Contract, except as it would not, individually or in the world by any material agreement under which the Company (i) is restricted from sellingaggregate, licensing or otherwise distributing any of its technology or products or providing services to customers or potential customers or any class of customers, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in be material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Agreements, Contracts and Commitments. (a) Neither The Company Disclosure Letter lists each of the following contracts and agreements (including, without limitation, oral and informal arrangements) of the Company nor and its Subsidiaries (such contracts and agreements listed in the Company Disclosure Letter, together with all contracts, agreements, leases and subleases concerning the management or operation of any real property (including, without limitation, brokerage contracts) listed in the Company Disclosure Letter to which the Company or any of its Subsidiaries has any agreementsis a party and all agreements relating to Intellectual Property set forth in the Company Disclosure Letter, contracts or commitments (including but not limited to end user license agreements) that being “Company Material Contracts”): (i) resulted in each contract, agreement, invoice, purchase order and other arrangement, for the purchase of inventory, spare parts, other materials or will result in (A) payments by personal property with any supplier or for the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date furnishing of this Agreement) or (B) payments services to the Company or any of its Subsidiaries during or otherwise related to the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess of $500,000; or (ii) which require the making of any charitable contribution in excess of $25,000; (b) No purchase contracts or commitments business of the Company or any of its Subsidiaries continue for a period under the terms of which: (A) the Company or any of its Subsidiaries is likely to pay or otherwise give consideration of more than ninety $25,000 in the aggregate during the calendar year ended December 31, 2006, (90B) days the Company or are any of its Subsidiaries is likely to pay or otherwise give consideration of more than $50,000 in the aggregate over the remaining term of such contract, or (C) cannot be cancelled by the Company or any of its Subsidiaries, as applicable, without penalty or further payment in excess of $5,000 and without more than thirty (30) days’ notice; (ii) each contract, agreement, invoice, sales order and other arrangement, for the normalsale of inventory or other personal property or for the furnishing of services by the Company or any of its Subsidiaries which: (A) is likely to involve consideration of more than $25,000 in the aggregate during the calendar year ended December 31, ordinary and usual requirements 2006, (B) is likely to involve consideration of more than $50,000 in the aggregate over the remaining term of the contract, or (C) cannot be cancelled by the Company or any of its Subsidiaries, as applicable, without penalty or further payment in excess of $5,000 and without more than thirty (30) days’ notice; (iii) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising contracts and agreements to which the Company or any of its Subsidiaries is a party; (iv) all management contracts and contracts with independent contractors or consultants (or similar arrangements) to which the Company or any of its Subsidiaries is a party and which are not cancelable without penalty or further payment and without more than thirty (30) days’ notice; (v) all contracts and agreements relating to indebtedness of the Company or any of its Subsidiaries; (vi) all contracts and agreements with any Governmental Authority to which the Company or any of its Subsidiaries is a party; (vii) all contracts and agreements that limit the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time; (viii) all contracts and agreements between or among the Company or any affiliate or Subsidiary of the Company; (cix) Except all contracts and agreements for agreements: providing benefits under any Benefit Plan (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary courseas hereinafter defined); (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement.and (dx) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officerall other contracts and agreements, employee, agent, consultant, advisor, salesman whether or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into not made in the ordinary course of the business, with which are material to the Company or any distributor of its Subsidiaries or dealer that is not cancelable by it on notice the conduct of 30 days their respective businesses. For purposes of this Agreement, the term “lease” shall include any and all leases, subleases, sale/leaseback agreements or less and without material liability, penalty or premium;similar arrangements. (eb) Except as disclosed in the Company Disclosure Letter, each Company Material Contract: (i) is valid and binding on the respective parties thereto and is in full force and effect. Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of timebreach of, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Company Material Contract and such breach or default remains uncuredContract, as applicable. (iic) to Except as disclosed in the Company’s knowledgeCompany Disclosure Letter, no other party to any Company Material Contract has materially breached or is is, to the knowledge of the Company, in material breach thereof or default thereunder. (d) Except as disclosed in the Company Disclosure Letter, there is no contract, agreement or other arrangement granting any Person any preferential right to purchase, other than in the ordinary course of the business consistent with past practice, any of its obligations thereunder which breach the properties or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation assets of the Company or any of its Subsidiary and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)Subsidiaries.

Agreements, Contracts and Commitments. (a) Neither The applicable subpart of Section 3.11(a) of the Company nor Disclosure Schedule sets forth all of the following Contracts to which the Company or its Subsidiaries are a party or by which it or any of its Subsidiaries has any agreementsassets is bound (collectively, contracts or commitments (including but not limited to end user license agreements) that with the Real Property Leases, the “Company Material Contracts”): (i) resulted in Contracts entered into within the last three (3) years or will result in (A) payments otherwise having executory obligations on the part of the Company or its Subsidiaries and relating to the acquisition or disposition by the Company or its Subsidiaries during either fiscal year 2002 of: (A) any business, real property or fiscal year 2003 business segment (up to the date whether by merger, consolidation or other business combination, sale of this Agreementassets or otherwise) or the capital stock of any Person, (B) payments to any of the assets of the Company or its Subsidiaries during (other than sales of inventory or the period beginning in fiscal year 2002 and ending as disposition of the date of this Agreementobsolete equipment, in either each case in excess the ordinary course of $500,000; or (iibusiness) which require the making of any charitable contribution for consideration in excess of $25,000; (bii) No purchase contracts Contracts relating to the incurrence, assumption or commitments guarantee of any debt; (iii) any other Contracts (or groups of related Contracts) that are not terminable by the Company or any other Subsidiary without penalty on notice of sixty (60) days or less, which involve the expenditure or receipt of more than $50,000 annually or more than $150,000 over the remaining term; (iv) Contracts that contain a change of control or other similar provision; (v) Contracts restricting the ability of the Company or any of its Subsidiaries continue for a Subsidiary to operate or compete in any business or with any Person or in any geographic area during any period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Companytime; (cvi) Except Contracts that require the Company or its Subsidiaries to purchase minimum quantities (or pay any amount for agreements: failure to purchase any specific quantities) of goods or services, comply with “take or pay” arrangements, deal with any Person on an exclusive basis, or provide “most favored nations” or similar pricing to any Person; (ivii) Contracts that require the Company or any Subsidiary to indemnify or hold harmless any other Person (other than obligations of the Company or its Subsidiaries to indemnify its customers against third party intellectual property claims contained in the Company Form License Agreements); (viii) Contracts that provide for the any partnership, joint venture, strategic alliance, teaming or similar arrangement; (ix) Contracts that provide for or relate to any employment or consulting relationship with any Person (other than at-will arrangements), including any stock option, stock purchase, salestock appreciation, licensedeferred compensation, distributionseverance of other similar equity or equity-like plan or arrangement involving current or former directors, maintenance managers, stockholders, officers, or support of Company products entered into in the ordinary course; employees; (iix) Contracts under which the Company made or received payments any Subsidiary grants or is granted a license of any Intellectual Property (other than Company Form License Agreements and licenses to the Company or its Subsidiaries, as applicable, of commercially available software for total consideration of less than $500,000 during calendar year 2002; 15,000); (xi) Contracts with any Governmental Authority, including any settlement, conciliation or similar agreements with any Governmental Authority; (iiixii) which do not provide for any term extension Contracts granting a power of attorney; (xiii) Contracts relating to the sales or expansion distributions of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts Company’s or agreements to which the Company is a party that its Subsidiary’s products or services (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or excluding purchase and sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products orders entered into in the ordinary course of business and Company Form License Agreements); and (xiv) Contracts that are otherwise material to the business, with any distributor operations or dealer that is not cancelable by it on notice financial condition of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of or its Subsidiaries and is in default, nor is there any known basis for any valid claim of default, under any contract made outside the Company’s or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the Subsidiary’s ordinary course of business; (lb) Neither True, correct and complete copies of all Material Contracts as currently in effect have previously been delivered to Fresh Vine. To the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary Knowledge of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to a Material Contract has breached, violated or defaulted under any Material Contract has materially breached and no circumstance exists that, with notice or is in material lapse of time or both (including the Company Merger), would constitute a default of by any of its obligations thereunder which breach or default remains uncured, (iiiparty. Section 3.11(b) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, to Disclosure Schedule sets forth summaries containing the Company’s knowledge, each terms of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)all oral Material Contracts.

Agreements, Contracts and Commitments. (a) Neither The Company Disclosure Schedule lists each of the following contracts and agreements (including, without limitation, oral and informal arrangements) of the Company nor and its Subsidiaries (such contracts and agreements, together with all contracts, agreements, leases and subleases concerning the management or operation of any real property (including, without limitation, brokerage contracts) listed or otherwise disclosed in the Company Disclosure Schedule to which the Company or any of its Subsidiaries has any agreementsis a party and all agreements relating to Intellectual Property set forth in the Company Disclosure Schedule, contracts or commitments (including but not limited to end user license agreements) that being "Company Material Contracts"): (i) resulted in each contract, agreement, invoice, purchase order and other arrangement, for the purchase of inventory, spare parts, other materials or will result in (A) payments by personal property with any supplier or for the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date furnishing of this Agreement) or (B) payments services to the Company or any of its Subsidiaries during or otherwise related to the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess of $500,000; or (ii) which require the making of any charitable contribution in excess of $25,000; (b) No purchase contracts or commitments business of the Company or any of its Subsidiaries continue for a period under the terms of which: (A) the Company or any of its Subsidiaries is likely to pay or otherwise give consideration of more than ninety $25,000 in the aggregate during the calendar year ended December 31, 2005, (90B) days the Company or are any of its Subsidiaries is likely to pay or otherwise give consideration of more than $50,000 in excess the aggregate over the remaining term of such contract, or (C) cannot be cancelled by the Company or any of its Subsidiaries, as applicable, without penalty or further payment and without more than 30 days' notice; (ii) each contract, agreement, invoice, sales order and other arrangement, for the sale of inventory or other personal property or for the furnishing of services by the Company or any of its Subsidiaries which: (A) is likely to involve consideration of more than $25,000 in the aggregate during the calendar year ended December 31, 2005, (B) is likely to involve consideration of more than $50,000 in the aggregate over the remaining term of the normalcontract, ordinary or (C) cannot be cancelled by the Company or any of its Subsidiaries, as applicable, without penalty or further payment and usual requirements without more than 30 days' notice; (iii) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising contracts and agreements to which the Company or any of its Subsidiaries is a party; (iv) all management contracts and contracts with independent contractors or consultants (or similar arrangements) to which the Company or any of its Subsidiaries is a party and which are not cancelable without penalty or further payment and without more than 30 days' notice; (v) all contracts and agreements relating to indebtedness of the Company or any of its Subsidiaries; (vi) all contracts and agreements with any Governmental Authority to which the Company or any of its Subsidiaries is a party; (vii) all contracts and agreements that limit the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area or during any period of time; (viii) all contracts and agreements between or among the Company or any affiliate or Subsidiary of the Company; (cix) Except all contracts and agreements for agreements: providing benefits under any Benefit Plan (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary courseas hereinafter defined); (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement.and (dx) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officerall other contracts and agreements, employee, agent, consultant, advisor, salesman whether or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into not made in the ordinary course of the business, with which are material to the Company or any distributor of its Subsidiaries or dealer the conduct of their respective businesses, or the absence of which would have a Company Material Adverse Effect. For purposes of this Agreement, the term "lease" shall include any and all leases, subleases, sale/leaseback agreements or similar arrangements. (b) Except as disclosed in the Company Disclosure Schedule, each Company Material Contract: (i) is valid and binding on the respective parties thereto and is in full force and effect and (ii) upon consummation of the transactions contemplated by this Agreement, except to the extent that is any consents set forth in the Company Disclosure Schedule are not cancelable by it on notice of 30 days or less obtained, shall continue in full force and effect without material liability, penalty or premium; (e) other adverse consequence. Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of timebreach of, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Company Material Contract and such breach or default remains uncuredContract, as applicable. (iic) to Except as disclosed in the Company’s knowledgeCompany Disclosure Schedule, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Company Material Contract is in full force and effect and breach thereof or default thereunder. (ivd) each Material Contract Except as disclosed in the Company Disclosure Schedule, there is a legalno contract, valid and binding obligation agreement or other arrangement granting any Person any preferential right to purchase, other than in the ordinary course of the business consistent with past practice, any of the properties or assets of the Company or any of its Subsidiary and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)Subsidiaries.

Agreements, Contracts and Commitments. (a) Neither Section 4.20(a) of the Company nor any Disclosure Letter sets forth a true, correct and complete list of its Subsidiaries has any agreements, contracts or commitments each Company Material Contract (including but not limited to end user license agreementsas defined below) that (i) resulted is in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean each of the following Contracts to which a Group Company is a party as of the date hereof: (i) any Contract or purchase commitment reasonably expected to result in either case future payments to or by any Group Company in excess of $500,000; 5,000,000 (or its equivalent in another currency) per annum; (ii) which require any Contract with the making top 20 customers of any charitable contribution the Group Companies (the “Material Customers”) as determined by revenue, in excess of $25,000each case during the 12-month period ended on December 31, 2021; (biii) No purchase contracts any Contract that purports to limit in any respect (A) the localities in which the Group Companies’ businesses may be conducted, (B) any Group Company from engaging in any line of business or commitments (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Company Group Companies from soliciting customers or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Companyemployees; (civ) Except for any Contract memorializing any Interested Party Transactions (other than those employment agreements: , confidentiality agreements, non-competition agreements (i) for the purchase, sale, license, distribution, maintenance benefit of a Group Company) or support any other agreement of Company products similar nature entered into in the ordinary course; (iicourse of business with employees or technical consultants) under which the Company made providing for annual payments in an amount equal to or received payments of less greater than $500,000 during calendar year 2002; 100,000 (or its equivalent in another currency) per annum; (iiiv) which do not provide for any term extension or expansion Contract that imposes obligations on any of the rights granted with respect Group Companies to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements provide “most favored nation” pricing to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has customers, or that contains any outstanding contract (i) “take or pay” or minimum requirements with any officerof its suppliers, employee, agent, consultant, advisor, salesman right of first refusal or sales representative, or (ii) other than similar provisions with respect to any resellertransaction engaged in by any of the Group Companies; (vi) any Contract that is related to the governance or operation of any joint venture, distributionpartnership or similar arrangement, OEM other than such contract solely between or end user license agreement among any of the Group Companies; (vii) any Contract for or relating to any borrowing of money by or from the Company products in excess of $1,000,000 (or its equivalent in another currency) per annum (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among any of the Group Companies); (viii) any employment or management Contract providing for annual payments in excess of $400,000 (or its equivalent in another currency); (ix) any Contract: (A) providing for the grant of any preferential rights to purchase or lease any material asset of any Group Company; or (B) providing for any exclusive or preferred right to sell or distribute any material product or material service of any of the Group Companies; (x) any obligation to register any Company Ordinary Shares or other securities of any of the Group Companies with any Governmental Entity (other than ordinary course requirements of foreign applicable Legal Requirements related to the recording with an applicable Governmental Entity of the ownership of non-U.S. Group Companies); (xi) any Contracts relating to the sale of any operating business of any Group Company or the acquisition by any Group Company of any operating business, whether by merger, purchase or sale of stock or assets or otherwise, or for which any Group Company has any material outstanding obligations in excess of $200,000 (or its equivalent in another currency) per annum (other than customary non-disclosure and similar obligations incidental thereto and other than Contracts for the purchase of inventory or supplies entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium); (exii) Neither the Company nor any of its Subsidiaries is in defaultcollective bargaining agreement or other similar labor Contract with any labor union, nor is there any known basis for any valid claim of defaultlabor organization, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effectworks council; (fxiii) Neither any Contract for the Company nor use by any of its Subsidiaries has the Group Companies of any employee to whom it is paying compensation at an tangible property where the annual rate of more lease or mandate payments are greater than $200,000.00 for services rendered80,000 (or its equivalent in another currency) (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business) (the “Material Company Real Property Leases”); (gxiv) Neither the Company nor any Contract under which any of its Subsidiaries is restricted from carrying on its business in the Group Companies: (A) obtains the right to use, or a covenant not to be sued under, any material respect anywhere Intellectual Property from any third party (“Inbound License”), other than Incidental Inbound Licenses; or (B) grants the right to use, or a covenant not to be sued under, any material Intellectual Property to any third party (other than non-exclusive licenses granted to suppliers, vendors, distributors or customers in the world by ordinary course of business); (xv) any material agreement under Contract pursuant to which the any Group Company (i) is restricted from selling, licensing provided material source code containing or otherwise distributing embodying any of its technology Group Company Software to a third party or products or providing services to customers or potential customers or any class of customers, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required granted a third party a contingent right to give favored pricing receive source code containing or embodying any material Group Company Software, whether pursuant to any customers an escrow arrangement or potential customers or any class otherwise, in each case, other than to contractors and service providers performing services on behalf of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain partythe Group Companies; (hxvi) Neither the Company nor any Contract that creates guarantees or Liens of any nature on any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of Group Companies’ assets not in the ordinary course of business; business and in an amount equal or greater than $1,000,000 (l) Neither the Company nor any of or its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest equivalent in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”currency); and (ixvii) Neither any obligation to make any material payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons and in an amount equal or greater than $2,000,000 (or its equivalent in another currency). (b) Except for any Company nor Material Contract that has been terminated in accordance with the terms of this Agreement or terminates upon the expiration of the stated term thereof prior to the Closing Date, each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company, New PubCo or Merger Sub party thereto and, to the Knowledge of the Company, New PubCo or Merger Sub, represents a legal, valid and binding obligation of the counterparties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. None of the Company, New PubCo or Merger Sub nor, to the Knowledge of the Company, New PubCo or Merger Sub, any of its Subsidiaries has materially breachedother party thereto, is in material breach of or in material default under, and, to the Knowledge of the Company, New PubCo or Merger Sub, no event has received written occurred which with notice or lapse of any time or both would become a material breach of or material default under, any Company Material Contract Contract, and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Company Material Contract has materially breached or is in material default given any written notice of any claim of its obligations thereunder which breach any such material breach, default or default remains uncuredevent or has provided any formal written notice of any intention to terminate or modify, (iii) each any such Company Material Contract is in full force Contract. True, correct and effect and (iv) each complete copies of all Company Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, Contracts have been made available to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)SPAC.

Agreements, Contracts and Commitments. (a) Neither Section 3.13(a) of the Company nor any Disclosure Schedule identifies each of its Subsidiaries has any agreements, contracts or commitments (including but not limited to end user license agreements) the following types of Company Contracts that (i) resulted is in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending effect as of the date of this Agreement, other than Company Employee Plans and the definitive agreements in either case respect of the Contemplated Transactions (each, a “Company Material Contract” and collectively, the “Company Material Contracts”): (i) that constitute Company Convertible Notes; (ii) that relates to any material bonus, deferred compensation, or severance plans or arrangements; (iii) requiring or otherwise involving payment by or to the Company or any of its Subsidiaries of more than an aggregate of $250,000 during the fiscal year ending December 31, 2023 (other than indemnification agreements or employment and separation agreements entered into in the ordinary course of business); (iv) evidencing a commitment by the Company or any of its Subsidiaries to make a future capital expenditure in excess of $500,000; 250,000 that is not terminable by such Entity upon notice of sixty (60) days or less without penalty or liability; (iiv) which require that requires payments by the making Company or any of any charitable contribution its Subsidiaries after the date of this Agreement in excess of $25,000250,000 pursuant to its express terms relating to the employment of, or the performance of employment-related services by, any Person, including any employee, consultant or independent contractor, or Entity providing employment related, consulting or independent contractor services, not terminable by the Company or any of its Subsidiaries on thirty (30) calendar days’ or less notice without liability, except to the extent general principles of wrongful termination Law may limit the Company’s, or such successor’s ability to terminate employees at will; (bvi) No purchase contracts (A) that includes (1) any “most favored nations” terms or commitments conditions, including with respect to pricing, (2) containing exclusivity obligations or otherwise limiting the freedom or right of the Company or any of its Subsidiaries continue to sell, distribute or manufacture any products or services for another person, or (3) any rights of first refusal, rights of first negotiation or similar obligations or restrictions, including such rights which provide a period right of more than ninety first negotiation or refusal to purchase, lease, sublease, license, sublicense, use, possess or occupy any securities, assets (90including Intellectual Property) days or are other interest of the Company or any of its Subsidiaries or (B) containing any provision or covenant that materially limits, or purports to materially limit, the ability of the Company or any of its Subsidiaries to engage in any line of business (whether generally or in any geographic area) or compete with any Person or in any line of business or geographic area; (vii) relating to or evidencing indebtedness for borrowed money or any guarantee of indebtedness for borrowed money by the Company or any of its Subsidiaries in excess of $250,000 (excluding loans by the normal, ordinary and usual requirements Company to wholly-owned Subsidiaries in the Ordinary Course of the business of the CompanyBusiness); (cviii) Except providing for or governing the formation of any joint venture, partnership, strategic alliance, research and development collaboration, or similar arrangement; (ix) that is a Contract governing, related to or pertaining to any Company Intellectual Property (other than any confidential information provided under confidentiality agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect that is material to the Company Intellectual Property and its Subsidiaries, taken as a result of whole; (x) (A) pursuant to which any Person granted the MergerCompany an exclusive license under any Intellectual Property, there are no contracts or agreements (B) pursuant to which the Company or any of its Subsidiaries granted any Person an exclusive license under any Company Intellectual Property; (xi) that has continuing obligations or interests involving (A) “milestone” or other similar contingent payments, including upon the achievement of development, regulatory or commercial milestones, or (B) payment of royalties or other amounts calculated based upon sales, revenue, income or similar measure of the Company or any of its Subsidiaries; (xii) that is a party that settlement, conciliation or similar Contract with or approved by any Governmental Authority (aA) do not expire or that pursuant to which the Company may not terminate within one year or any of its Subsidiaries will be required after the date of this Agreement to pay any monetary obligations or (bB) may be renewed at that contains material obligations or limitations on the option conduct of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor or any of its Subsidiaries has any outstanding contract (iother than customary confidentiality obligations); (xiii) with any officerGovernmental Authority, employeeexcept for materials transfer agreements, agent, consultant, advisor, salesman or sales representative, or (ii) other than agreements with respect to any reseller, distribution, OEM or end user license agreement for Company products academic institutions and non-disclosure agreements entered into in the ordinary course Ordinary Course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premiumBusiness; (exiv) Neither that is a clinical trial agreement, clinical study agreement or similar agreement; (xv) (A) that is a collective bargaining agreement or (B) with any labor organization; (xvi) that prohibits the payment of dividends or distributions in respect of the capital stock of the Company nor or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries is in default, nor is there or the issuance of any known basis for guaranty by the Company or any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effectits Subsidiaries; (fxvii) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of material assets not or any ownership interest in the ordinary course of businessany Entity; (lxviii) Neither requiring payment by or to the Company nor or any of its Subsidiaries after the date of this Agreement in excess of $500,000 pursuant to its express terms relating to: (A) any distribution agreement (identifying any that contain exclusivity provisions), (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company or any of its Subsidiaries, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which the Company or any of its Subsidiaries has continuing obligations to develop or market any contractproduct, technology or service, or any agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither pursuant to which the Company nor or any of its Subsidiaries has continuing obligations to develop any outstanding loan Intellectual Property that will not be owned, in whole or in part, by the Company or (D) any Contract to license any person patent, trademark registration, service mark registration, trade name or copyright registration to or from any third party to manufacture or produce any product, service or technology of the Company or any of its Subsidiaries or any Contract to sell, distribute or commercialize any products or service of the Company or any of its Subsidiaries, in each case, except for Company Contracts entered into in the Ordinary Course of Business; (xix) with any Person, including any financial advisor, broker, finder, investment banker or other than Person, providing advisory services to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has in connection with the Contemplated Transactions; or (xx) that was entered into since January 1, 2021 and was entered into with any power present or former officer, director or employee of attorney outstanding the Company or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor of its Subsidiaries (other than indemnities contained in agreements for the purchaseindemnification agreements, sale, license, distribution, maintenance or support of products any Employee Plans entered into in the ordinary course of business) or otherwise in respect (B) is the type of any obligation Contract that would be required to be disclosed under Item 404 of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keepRegulation S-well or similar agreements or arrangements;K of the Exchange Act. (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (pb) The Company has delivered or made available to Parent true, Aspen accurate and complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “all Company Material Contracts”); and (i) Neither the , including all amendments thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledgeKnowledge, no as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract has materially breached in such manner as would permit any other party to cancel or is in material default terminate any such Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Company Material Adverse Effect. As to the Company, as of any the date of its obligations thereunder which breach or default remains uncuredthis Agreement, (iii) each Company Material Contract is valid, binding, enforceable and in full force and effect and (iv) each effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract is a legalto change, valid and binding obligation of any material amount paid or payable to the Company under any Company Material Contract or its Subsidiary and, to the Company’s knowledge, each any other material term or provision of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)any Company Material Contract.

Agreements, Contracts and Commitments. (a) Neither Item 3.10 of the Company nor any Aurora Disclosure Schedule sets forth a complete and correct list of its Subsidiaries has any agreementseach existing contract, contracts agreement or commitments (including but not limited to end user license agreements) that commitment of Aurora, other than Material Leases: (i) resulted in upon which any substantial part of its business is dependent or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up which, if breached, would be reasonably likely to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess of $500,000; or have a Material Adverse Effect on Aurora; (ii) which require provides for aggregate future payments of more than $5,000, except for purchase orders or sale orders arising in the making ordinary and usual course of business, in which case they are listed only if any charitable contribution in excess of party thereto is obligated to make payments pursuant thereto aggregating more than $25,000; (biii) No purchase contracts or commitments of the Company or any of its Subsidiaries continue which extends for a period of more than ninety (90) 180 days from the date hereof and is not cancellable by either party on 30 days' notice or are in excess of the normal, ordinary and usual requirements of the business of the Companyless; (civ) Except for agreements: (i) which provides for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person hereof and other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with of any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premiumits assets; (ev) Neither which relates to the Company nor employment, compensation, retirement or termination of the services of any of its Subsidiaries is in defaultofficer or employee or former officer or employee, nor is there including bonus, incentive, pension, profit-sharing, hospitalization, insurance, deferred compensation, retirement, stock option or stock purchase plans or similar plans providing employee benefits for or with respect to any known basis for any valid claim of default, under any contract made officer or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effectemployee; (fvi) Neither which contains covenants pursuant to which any person or entity has agreed not to compete with the Company nor business of any of its Subsidiaries has any employee other person or entity or not to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendereddisclose to others information concerning such other person or entity; (gvii) Neither which relates to the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers sale or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount disposition of goods or services and which (A) involve terms or has agreed to purchase goods quantities exceeding normal commitments or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of businessbusiness or (B) contain most favored pricing or other special pricing terms or other provisions which would prohibit or limit the ability of Buyer to effect price increases; (lviii) Neither the Company nor pursuant to which title to any assets of its Subsidiaries has Aurora may be encumbered; or (ix) which relates to any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business arrangement involving a sharing of profits from any enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary . Each of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), foregoing is referred to in this Agreement as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained a "Material Contract." Except as set forth in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 Item 3.10 of the Aurora Disclosure Schedule (collectivelySchedule, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) there has not occurred, with respect to any such Material Contract, any default or event of default, which, with or without due notice or with the lapse of time, or both, would constitute a default or event of default on the part of Aurora, or, to the best of Aurora's knowledge, any other party thereto, except where such default or event of default would not have a Material Adverse Effect on Aurora. Complete copies of each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, have been delivered to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)Buyer.

Agreements, Contracts and Commitments. (a) Neither Except for Contracts that are terminable by the Companies, their Subsidiaries or Seller (as applicable) upon sixty (60) days’ notice or less without penalty and further except for any Employee Benefit Plans, Section 6.07(a) of the Company nor any of its Subsidiaries has any agreements, contracts or commitments (including but not limited to end user license agreements) that (i) resulted in or will result in (A) payments by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending Disclosure Letter sets forth as of the date of this Agreement, in either case a complete, accurate and current list of any Contract of the following type to which any of the Companies or their Subsidiaries, or solely with respect to subsections (xxiii) and (xxiv) Seller (as applicable), is a party (collectively the “Material Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies or their Subsidiaries in excess of One Hundred Thousand Dollars ($500,000; or 100,000), other than Gaming Equipment Contracts; (ii) any Contract which require may not be terminated by the making of any charitable contribution in excess of $25,000; (b) No purchase contracts or commitments of the Company Companies or any of its their Subsidiaries continue for a period of more than ninety within twelve (9012) days or are in excess of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after months from the date of this Agreement without the Companies or any of their Subsidiaries being obligated to pay any penalty, premium or additional payments in amounts greater than One Hundred Thousand Dollars ($100,000) in respect of such Contract; (iii) any dealer, distributor, sales representative or similar Contract under which any third party is authorized to sell, license, sublicense, lease, distribute, market or take orders for any Company Offering or Company Intellectual Property; (iv) any Contract that (A) provides for the assignment or other transfer to or by the Companies or any of their Subsidiaries from or to any other Person, of any ownership interest in Intellectual Property; (B) includes any grant of an Intellectual Property License to any other Person by the Companies or any of their Subsidiaries; or (bC) may includes any grant of an Intellectual Property License to the Companies or any of their Subsidiaries by any other Person (other than, with respect to this subsection (C) only, Non-Negotiated Vendor Contracts and Gaming Equipment Contracts that are not otherwise required to be renewed at listed as Material Contracts); (v) any Contract that relates to a partnership, joint venture or joint development arrangement with any other Person; (vi) any Contract that grants to any Person the option right to occupy (except pursuant to reservations made in the Ordinary Course of Business) any person portion of the Real Property; (vii) any Contract providing for aggregate payments to or by the Companies or their Subsidiaries in excess of One Hundred Thousand Dollars ($100,000) with respect to advertising or traffic distribution; (viii) any Contract providing for aggregate payments to or by the Companies or their Subsidiaries in excess of One Hundred Thousand Dollars ($100,000) with respect to any Company Offerings with any of the Companies or their Subsidiaries customers or clients other than (A) Contracts on the Companies’ or their Subsidiaries’ standard, unmodified form of member, user, customer or client agreement as made available to Buyer or (B) Gaming Equipment Contracts; (ix) any Contract that restricts the Companies or any of their Subsidiaries (A) from participating or competing in any line of business, market or geographic area, (B) from freely setting prices and other terms, including any Contract that incorporates most favored customer pricing, or (C) from soliciting potential employees, consultants, contractors or other suppliers or customers; (x) any Contract under which the Companies or any of their Subsidiaries grants any exclusive rights, noncompetition rights, rights of refusal or rights of first negotiation to any Person; (xi) any Contract that following Closing would or would purport to: (A) require Buyer or any of its Affiliates (other than the Company so as Companies and their Subsidiaries) to expire more than one year after the date of this Agreement. grant any Intellectual Property License; (dB) Neither the Company nor restrict Buyer or any of its Subsidiaries has Affiliates (other than the Companies or their Subsidiaries) from performing any outstanding contract of the activities listed in Section 6.06(a)(ix)(A)-(C); or (iC) with require Buyer or any officerof its affiliates (other than the Companies or their Subsidiaries) to grant or be bound by any exclusive rights, employeenoncompetition rights, agentrights of refusal or rights of first negotiation to any Person; (xii) any other Contract of guarantee, consultantsupport, advisor, salesman assumption or sales representativeendorsement of, or any similar commitment with respect to, the obligations, Liabilities (iiwhether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, other than Non-Negotiated Vendor Contracts or Gaming Equipment Contracts; (xiii) any settlement agreement (including any agreement under which any employment-related claim is settled) entered into since January 1, 2013 or that includes any continuing material obligation of the Companies or their Subsidiaries; (xiv) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies or any of their Subsidiaries; (xv) any Contract with a Governmental Entity; (xvi) any Contract that is a license of Intellectual Property and requires annual payments in excess of One Hundred Fifty Thousand Dollars ($150,000), other than with respect to any resellercommercially available software products under standard end-user, distribution, OEM “shrink wrap,” “click-to-accept” or end user similar object code license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premiumagreements; (exvii) Neither the any Contract pursuant to which any Company nor has created, incurred, assumed or guaranteed Indebtedness for borrowed money in excess of Two Hundred and Fifty Thousand Dollars ($250,000); (xviii) any Contract with any shareholder or member of Seller or any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse EffectAffiliates; (fxix) Neither any Contract that involves the Company nor sharing of profits with other Persons or the payment of royalties to any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services renderedother Person, excluding Non-Negotiated Vendor Contracts and Gaming Equipment Contracts; (gxx) Neither any Contract imposing any support, maintenance or service obligations on the Company nor Companies or any of its their Subsidiaries is restricted from carrying on its business in any material respect anywhere in that has been entered into outside of the world by any material agreement under which the Company (i) is restricted from selling, licensing or otherwise distributing any Ordinary Course of its technology or products or providing services to customers or potential customers or any class of customers, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain partyBusiness; (hxxi) Neither any Contract providing for the Company nor development of any content, technology or Intellectual Property, independently or jointly, in each case, by or for the Companies or any of its their Subsidiaries has any liability or obligation with respect that is material to the return conduct of inventory the Companies’ or merchandise in the possession any of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effecttheir Subsidiaries’ Business as it is currently conducted; (ixxii) Neither any Contract relating to the Company nor acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies or any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of otherstheir Subsidiaries; (jxxiii) Neither the Company nor top five Contracts that to Seller’s Knowledge, are the most current master (or similar) agreements with any gaming device manufacturer, based on the percentage of its Subsidiaries has any contract floor occupancy for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary devices located at either of the Company; Casinos and that are supplied or leased under such master (nor similar) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (ixxiv) Neither the top three IT Contracts to which Seller is a party relating to products or services used primarily by the Companies, which require payments by Seller in excess of One Hundred Thousand Dollars ($100,000), other than Gaming Equipment Contracts. (b) Each Material Contract listed in Section 6.07 of the Company nor any Disclosure Letter is a valid and binding obligation of its Subsidiaries has materially breacheda Company or a Subsidiary thereof and, to Seller’s Knowledge, is in material default under, or has received written notice a valid and binding obligation of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no each other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncuredthereto, (iii) each Material Contract and is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation of the enforceable by such Company or its such Subsidiary and, to the Company’s knowledge, each of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof as such enforceability may be limited by (Ai) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter hereinafter in effect relating to affecting creditors’ rights generally and (Bii) general equitable principles (regardless of whether enforceability equity. As of the date of this Agreement, there is considered no material breach or violation of or default by such Company or such Subsidiary or, to Seller’s Knowledge, by any other party under any of the Material Contracts. Seller has made available to Buyer a true, correct and complete copy of all Material Contracts listed in Section 6.07(a) of the Company Disclosure Letter, together with all amendments, waivers or other changes thereto. No event has occurred with respect to the Companies or their Subsidiaries or, to Seller’s Knowledge, any other party, which, with notice or lapse of time or both, would constitute a proceeding in equity material breach, violation or at law)default of, or give rise to a right of termination, modification, or acceleration under, any of the Material Contracts.

Agreements, Contracts and Commitments. (a) Neither Article 18 Except as provided to Parent in the Disclosure Binder delivered herewith, the Company nor any of its Subsidiaries has any agreements, contracts is not a party to or commitments (including but not limited to end user license agreements) that bound by: (i) resulted in any lease or will result in sublease (Awhether of real or personal property) providing for annual rentals of $25,000 or more; (ii) any agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets providing for either Article 19 annual payments by the Company of $50,000 or its Subsidiaries during more or Article 20 aggregate payments by the Company of $50,000 or more; (iii) any license, sales, distribution or other similar agreement providing for the sale or license by the Company of materials, supplies, goods, services, equipment or other assets that provides for either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) Article 21 annual payments to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess of $500,000; 50,000 or (ii) which require more or Article 22 aggregate payments to the making of any charitable contribution in excess Company of $25,00050,000 or more; (biv) No purchase contracts or commitments of the Company or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprisesimilar agreement or arrangement, other than those related to Salvador Systems LLC; (mv) Neither any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement 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), except any such agreement with an aggregate outstanding principal amount not exceeding $50,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (vii) except for agreements by the Company nor with customers in the ordinary course of business consistent with past practices, any of its Subsidiaries has any outstanding loan to any person option (other than to the Company employee stock options), license, franchise or a wholly owned Subsidiary similar agreement; (viii) any alliance, agency, dealer, sales representative, marketing, distribution, original equipment manufacturer, remarketer, joint marketing, channel partner or other similar agreement that does not provide for termination without compensation upon no more than 30 days notice; (ix) any development or collaboration agreement or other agreement for development of products and services for the Company; (nx) Neither any agreement that limits the freedom of the Company nor to compete in any line of business or with any Person or in any area or which could reasonably be expected to so limit the freedom of the Company after the Effective Time; (xi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than those mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments that are not, individually or in the aggregate, material to the Company; (xii) any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (xiii) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization other than as contemplated under this Agreement; (xiv) any employment or consulting agreement or any agreement with severance, change in control or similar arrangements, that will result in any obligation (absolute or contingent) of the Company to make any payment as a result of the consummation of the Merger, termination of employment or both; (xv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of its Subsidiaries has the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any power of attorney outstanding the transactions contemplated by this Agreement or the value of any obligations of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; or (xvi) any other agreement, commitment, arrangement or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into plan not made in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, business that is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party including without limitation, any agreement involving annual payments by any customer to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) each Material Contract is a legal, valid and binding obligation of the Company or its Subsidiary and, to the Company’s knowledge, each in excess of the other parties thereto, enforceable in accordance with its terms, except that the enforcement thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)$150,000.

Agreements, Contracts and Commitments. (a) Neither Schedule 5.14(a) contains a true and complete list as of the Execution Date, and the Company nor has delivered to Purchaser complete and correct copies, of the Contracts described below to which the Company or any of its Subsidiaries has any agreementsSubsidiary is a party (collectively, contracts or commitments (including but not limited to end user license agreements) that the "SCHEDULED CONTRACTS"): (i) resulted each Contract pursuant to which the Company or any Subsidiary currently leases real property used in or will result in the operation of the Business, including the FBO Leases; (Aii) payments each Contract for the purchase of fuel after the date hereof by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 any Subsidiary; (up iii) each Contract reasonably expected to involve the date of this Agreement) or (B) payments to future delivery by the Company or its Subsidiaries during the period beginning in fiscal any Subsidiary of 500,000 or more gallons of fuel per year 2002 to any single customer and ending as of the date of this Agreement, in either case any requirements Contracts for fuel; (iv) each Contract that has a remaining term in excess of $500,000; one year, cannot be terminated on less than 90 days' notice (without a monetary penalty) and involves future payments, performance or (ii) which require services or delivery of goods or materials to or by the making Company or any Subsidiary of any charitable contribution amount or value reasonably expected to exceed $50,000 in excess of $25,000any future 12-month period; (bv) No purchase contracts or commitments each license agreement of the Company or any of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted Subsidiary with respect to patents, trademarks, copyrights or other intellectual property rights currently used or to be used by the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that any Subsidiary (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as those relating to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products commercial-off-the-shelf software entered into in the ordinary course of business, with any distributor the annual fees for which do not exceed $5,000 individually, or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium$50,000 in the aggregate); (evi) Neither each joint venture, partnership and other similar Contract involving the sharing of profits of the Company nor or any of its Subsidiaries is in default, nor is there Subsidiary with any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effectthird-party; (fvii) Neither each Contract that limits the freedom of the Company nor or any of its Subsidiaries has any employee Subsidiary to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business compete in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to compete within any customers geographic area or potential customers with any Person or otherwise materially restricts the Company's or any class of customers Subsidiary's ability to solicit or to provide exclusive hire any Person or favored access to solicit business from any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain partyPerson; (hviii) Neither each Contract with current or former stockholders, officers, directors or employees of the Company nor or any of its Subsidiaries has Subsidiary, in each case, that provides for any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effectunsatisfied severance obligation; (iix) Neither each collective bargaining agreement or other Contract to or with any labor unions involving the Company nor Company's or any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of othersSubsidiary's employees; (jx) Neither the Company nor any and all broker, distributor or dealer agreements that involve future payments of its Subsidiaries has amounts reasonably expected to exceed $50,000 in any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregatefuture 12-month period; (kxi) Neither any and all agreements requiring the incurrence of debt for borrowed money by the Company nor or any of its Subsidiaries has any contract, agreement or commitment currently in force Subsidiary; (xii) each Contract relating to the disposition or acquisition of assets not any FBO facility or related business, in each case, since March 1, 2003, including the ordinary course of business;Initial Acquisition Purchase Agreements, the Project C Acquisition Agreement, the Additional Acquisition Purchase Agreements, if any, and the Additional Acquisition Letters, if any; and (lxiii) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise each amendment in respect of any obligation of the foregoing. (b) The Scheduled Contracts are in full force and effect. To the Knowledge of the Company, except for the consent requirements listed on Schedule 5.5, no event has occurred that, with notice, the passage of time or both, would constitute a default by the Company or any person, corporation, partnership, joint venture, association, organization or other entityparty under, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither failure of the Company nor or any other party to comply with a material provision of, any of its Subsidiaries has the Scheduled Contracts, or otherwise give any agreements, contracts party a right of termination or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 material modification thereof. None of the Disclosure Schedule (collectivelyCompany, the “Material Contracts”); and Subsidiaries or, to the Knowledge of the Company, the other party or parties to such Scheduled Contracts (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under the terms of any such Scheduled Contract, (ii) has received a notice that it is in default under, or has received written notice not in material compliance with, any provision of any material breach of Scheduled Contracts or material (iii) has delivered any notice to another party alleging any default under, or failure to comply with any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default provision of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Scheduled Contract. Each such Scheduled Contract is in full force and effect and (iv) each Material Contract is a legal, the valid and binding obligation of the Company or its Subsidiary andthe Subsidiaries, as applicable, and to the Company’s knowledge, each Knowledge of the Company, the other party or parties thereto, enforceable by the Company or the Subsidiaries in accordance with its terms, the terms of such Scheduled Contracts except that as the enforcement enforceability thereof may be limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect Legal Requirements relating to or affecting creditors’ ' rights generally or by equitable principles. (c) Except as disclosed on Schedule 5.14(c), as of the Execution Date, to the Knowledge of the Company, no material supplier to or landlord of the Company or any Subsidiary, or any Governmental Entity, has taken, and neither the Company nor any Subsidiary has received any notice that, any material supplier to or landlord of the Company or any Subsidiary, or any Governmental Entity, contemplates taking, any steps to terminate or materially and adversely alter the business relationship of Company with such supplier, landlord or Governmental Entity. (Bd) general equitable principles All of the Company's obligations and the Subsidiaries' obligations to indemnify (regardless including any obligations to advance funds for expenses) any Person for acts or omissions by such Person occurring prior to the Closing Date, whether pursuant to Charter Documents of whether enforceability is considered in a proceeding in equity the Company or at lawany Subsidiary, individual indemnity agreements, board resolutions or otherwise, are listed and described on Schedule 5.14(d).

Agreements, Contracts and Commitments. (a) Neither Except as set forth in Section 3.11 of the Company nor any of its Subsidiaries has any agreements, contracts Disclosure Letter or commitments (including but not limited to end user license agreements) that (i) resulted in filed or will result in (A) payments incorporated by the Company or its Subsidiaries during either fiscal year 2002 or fiscal year 2003 (up to the date of this Agreement) or (B) payments reference as exhibits to the Company or its Subsidiaries during the period beginning in fiscal year 2002 and ending as of SEC Documents on the date of this Agreement, in either case in excess neither the Company nor any of $500,000; the Subsidiaries is currently a party to or bound by any contracts, agreements, instruments, arrangements, guarantees, licenses, executory commitments or understandings that continue to be binding on the Company or its Subsidiaries (iieach, a "CONTRACT") which require of the making of any charitable contribution in excess of $25,000;following nature (collectively, the "COMPANY MATERIAL CONTRACTS"): (bi) No purchase contracts Contracts with any current or commitments former employee, director or officer of the Company or any of its Subsidiaries continue for a period the Subsidiaries; (ii) Contracts that involve the performance of services of an amount, payments or value (as measured by the revenue derived therefrom during the fiscal year ended December 30, 2001) in excess of $250,000 annually, unless terminable by the Company on not more than ninety (90) days or are in excess of the normal, ordinary and usual requirements of the business of the Companynotice without material penalty; (ciii) Except for agreements: Contracts (ix) for the purchasesale of assets of the Company or any of the Subsidiaries involving aggregate consideration of $150,000 or more, saleor (y) for the grant to any -21- Person of any preferential rights to purchase any material amount of assets of the Company or any of the Subsidiaries; (iv) Contracts for the acquisition, licenseby merging or consolidating with, distributionby purchasing an equity interest in or a portion of the assets of, maintenance or support by any other manner, any business or any Person or assets of any Person (other than the purchase of equipment, inventories and supplies in the ordinary course of business consistent with past practice); (v) Contracts (including, without limitation, loan agreements, credit agreements, notes, bonds, mortgages or other agreements, indentures or instruments) relating to indebtedness for borrowed money, letters of credit, the deferred purchase price of property, conditional sale arrangements, capital lease obligations, obligations secured by a Lien, or interest rate or currency hedging activities (including guarantees or other contingent liabilities in respect of any of the foregoing but in any event excluding trade payables arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment); (vi) Loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $12,500 or less to any individual on any date of determination, and $150,000 in the aggregate on any date of determination), or investments in, any Person, other than the Company products or a Subsidiary, or any Contracts relating to the making of any such loans, advances or investments or any Contracts involving a sharing of profits (except for bonus arrangements with employees entered into in the ordinary course; course of business consistent with past practice); (iivii) under Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement (including, without limitation, any franchising agreement); (viii) Contracts to be performed relating to capital expenditures with a value in excess of $250,000 in any calendar year, or in the aggregate capital expenditures with a value in excess of $1,000,000; (ix) Contracts relating to any Liquor License of any Company Restaurant (as defined in Section 3.16(b)); (x) Contracts which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted contain restrictions with respect to the Company Intellectual Property as a result payment of the Merger, there are no contracts dividends or agreements to which the Company is a party that any other distribution in respect of its capital stock (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Senior Credit Agreement.); (dxi) Neither Contracts containing covenants purporting to restrict the Company nor or any of its Subsidiaries has any outstanding contract (i) affiliates from competing with any officer, employee, agent, consultant, advisor, salesman Person or sales representative, which restrict any other Person from competing with the Company or any of its affiliates; (iixii) Contracts which are material to the Company or any of the Subsidiaries and which restrict the Company or any of the Subsidiaries from disclosing any information concerning or obtained from any other Person (other than with respect to any reseller, distribution, OEM or end user license agreement for Company products Contracts entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium); (exiii) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults Contracts that would not reasonably be likely required to have a Company Material Adverse Effect;be disclosed under Item 404 of Regulation S-K under the Securities Act; or (fxiv) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary Contracts of the Company; (ntype described under Item 601(b)(10) Neither of Regulation S-K under the Securities Act. Each Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization or other entity, or any capital maintenance, keep-well or similar agreements or arrangements; (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (p) The Company has made available to Parent true, complete and correct copies of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Material Contracts”); and (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Material Contract is in full force and effect and (iv) each Material Contract effect, is a legal, valid and binding obligation of the Company or its the Subsidiary party thereto and, to the Company’s knowledge's Knowledge, each other party thereto. There exists no default or event of default or event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) on the part of the Company or any Subsidiary or, to the Company's Knowledge, on the part of any other parties theretoparty to any Company Material Contract that, enforceable in accordance with its termsthe giving of notice or the lapse of time or both, would become a default or event of default under any Company Material Contract, except that for such defaults or events of default which have not resulted in and would not reasonably be likely to result in, individually or in the enforcement thereof may be limited by (A) bankruptcyaggregate, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law)Company Material Adverse Effect.

Agreements, Contracts and Commitments. (ai) Neither The Company Disclosure Schedule sets forth a true, complete and correct list of all the following agreements, arrangements or understandings, whether written or oral, to which the Company nor or any of its Subsidiaries has any agreements, contracts or commitments (including but not limited to end user license agreements) that (i) resulted in or will result in is a party: (A) agreements relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed, secured by any asset or otherwise) for amounts in excess of $25,000; (B) agreements for the lease of real or personal property to or from any Person with lease payments in excess of $25,000 per year; (C) partnership agreements, joint venture agreements or other similar agreements relating to similar business arrangements; (D) confidentiality or noncompetition agreements other than with respect to confidentiality agreements entered into in the ordinary course of business for the benefit of the Company's or its Subsidiaries' vendors or customers; (E) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plans or arrangements for the benefit of current or former employees or directors of the Company and its Subsidiaries; (F) collective bargaining or similar agreements; (G) agreements for the employment or retention of any individual on a full-time, part-time, consulting, or other basis not terminable on less than thirty (30) days notice without penalty or cost; (H) agreements under which it has advanced or loaned any amount in excess of $5,000 to any of the employees or affiliates of the Company, except for reimbursable business expenses (as determined in accordance with the Company's established employee reimbursement policies and consistent with past practices); (I) agreements for the purchase or receipt of materials, software, supplies, goods, services, equipment or other assets that provide for either annual or aggregate payments by the Company or its Subsidiaries during either fiscal year 2002 of $25,000 or fiscal year 2003 more (up to other than Hydrocarbon Agreements); (J) sales, distribution, vendor or other similar agreements or arrangements providing for the date of this Agreement) sale, transfer or (B) payments to barter by the Company or its Subsidiaries during of materials, supplies, goods, services, equipment, or other assets that provide for either annual or aggregate payments to the period beginning in fiscal year 2002 and ending as of the date of this Agreement, in either case in excess Company of $500,00025,000 or more (other than Hydrocarbon 14 Agreements); (K) agreements or (ii) which require term sheets relating to the making acquisition or disposition of any charitable contribution in excess of $25,000; (b) No purchase contracts business or commitments assets of the Company or any (whether by merger, sale of its Subsidiaries continue for a period of more than ninety (90) days or are in excess of the normalstock, ordinary and usual requirements of the business of the Company; (c) Except for agreements: (i) for the purchase, sale, license, distribution, maintenance or support of Company products entered into in the ordinary course; (ii) under which the Company made or received payments of less than $500,000 during calendar year 2002; or (iii) which do not provide for any term extension or expansion of the rights granted with respect to the Company Intellectual Property as a result of the Merger, there are no contracts or agreements to which the Company is a party that (a) do not expire or that the Company may not terminate within one year after the date of this Agreement or (b) may be renewed at the option of any person other than the Company so as to expire more than one year after the date of this Agreement. (d) Neither the Company nor any of its Subsidiaries has any outstanding contract (i) with any officer, employee, agent, consultant, advisor, salesman or sales representative, or (ii) other than with respect to any reseller, distribution, OEM or end user license agreement for Company products entered into in the ordinary course of business, with any distributor or dealer that is not cancelable by it on notice of 30 days or less and without material liability, penalty or premium; (e) Neither the Company nor any of its Subsidiaries is in default, nor is there any known basis for any valid claim of default, under any contract made or obligation owed by it except for such defaults that would not reasonably be likely to have a Company Material Adverse Effect; (f) Neither the Company nor any of its Subsidiaries has any employee to whom it is paying compensation at an annual rate of more than $200,000.00 for services rendered; (g) Neither the Company nor any of its Subsidiaries is restricted from carrying on its business in any material respect anywhere in the world by any material agreement under which the Company (i) 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, including without limitation resellers or other distributors, in any geographic area, during any period of time, or in segment of any market or line of business, (ii) is required to give favored pricing to any customers or potential customers or any class of customers or to provide exclusive or favored access to any product features to any customers or potential customers or any class of customers, or (iii) has agreed to purchase a minimum amount of goods or services or has agreed to purchase goods or services exclusively from a certain party; (h) Neither the Company nor any of its Subsidiaries has any liability or obligation with respect to the return of inventory or merchandise in the possession of wholesalers, distributors, resellers, retailers or other customers, except for such obligations or liabilities that would not reasonably be likely to have a Company Material Adverse Effect; (i) Neither the Company nor any of its Subsidiaries has any debt obligation for borrowed money, including guarantees of or agreements to acquire any such debt obligation of others; (j) Neither the Company nor any of its Subsidiaries has any contract for capital expenditures in excess of $250,000.00, individually, or such contracts representing in excess of $1,000,000.00 in the aggregate; (k) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment currently in force relating to the disposition or acquisition sale of assets not in the ordinary course of business; (l) Neither the Company nor any of its Subsidiaries has any contract, agreement or commitment for the purchase of any ownership interest in any corporation, partnership, joint venture or other business enterprise; (m) Neither the Company nor any of its Subsidiaries has any outstanding loan to any person other than to the Company or a wholly owned Subsidiary of the Company; (n) Neither the Company nor any of its Subsidiaries has any power of attorney outstanding or any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantorexcluding documentation relating to this Agreement and agreements or term sheets in existence prior to December 31, surety, co-signer, endorser, co-maker, indemnitor 1999; (other than indemnities contained in L) Hydrocarbon Agreements; (M) agreements for the purchase, sale, license, distribution, maintenance or support containing any "area of products entered into in the ordinary course of business) or otherwise in respect of any obligation of any person, corporation, partnership, joint venture, association, organization mutual interest" or other entity, or any capital maintenance, keep-well or similar provision; and (N) other agreements or arrangements;which are material to the Company (collectively the "Company Material Agreements"). (o) Neither the Company nor any of its Subsidiaries has any agreements, contracts or arrangements containing any provision requiring the Company to indemnify another party (other than indemnities contained in agreements for the purchase, sale, license, distribution, maintenance or support of products entered into in the ordinary course of business) or containing any covenant not to bring legal action against any third party; (pii) The Company has delivered, or made available for copying at its offices in Knoxville, Tennessee or Marietta, Ohio, to Parent a true, complete and correct copies copy of each contract listed in Section 3.6 of the Disclosure Schedule (collectively, the “Company Material Contracts”); andAgreement. (i) Neither the Company nor any of its Subsidiaries has materially breached, is in material default under, or has received written notice of any material breach of or material default under, any Material Contract and such breach or default remains uncured, (ii) to the Company’s knowledge, no other party to any Material Contract has materially breached or is in material default of any of its obligations thereunder which breach or default remains uncured, (iii) each Each Company Material Contract Agreement is in full force and effect effect, has not been modified or amended and (iv) each Material Contract is a constitutes the legal, valid and binding obligation of the Company or its Subsidiary andSubsidiaries, to as the Company’s knowledge, each of the other parties theretocase may be, enforceable in accordance with its termsterms and will continue to be so on identical terms immediately following the consummation of the transactions contemplated by this Agreement, except that and the enforcement thereof Company or its Subsidiaries, as the case may be limited be, are not in default under any of such agreements, nor has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default by the Company or its Subsidiaries, as the case may be. No other party to any of the Company Material Agreements (A) bankruptcyis, insolvencyto the knowledge of the Company, fraudulent conveyance, reorganization, moratorium in default in the performance of any covenant or other similar laws now obligation to be performed by it pursuant to any such Company Material Agreement or hereafter in effect relating to creditors’ rights generally and (B) general equitable principles has given notice that it intends to terminate, or alter in any way adverse to the Company, its performance under such Company Material Agreement. Except as set forth in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any contract, agreement or arrangement which provides for payments in the event of a change of control. (regardless iv) Except as set forth on the Company Disclosure Schedule and as approved by Parent pursuant to Section 4.1(a), there are no outstanding authorities for expenditures or AFEs or other commitments to make capital expenditures binding on the Company or any of whether enforceability is considered its Subsidiaries that could reasonably be anticipated to individually require expenditures by the Company or its Subsidiaries after the date hereof in a proceeding in equity or at law)excess of $50,000.