Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as of the date hereof, a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore Board, other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathlore; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. (a) Neither Pathlore the Company nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound by: (ai) any written employment or consulting agreement, contract or commitment with any officer or director or higher level employee officer, director, Employee or member of the Pathlore BoardCompany Boards, or any service, operating or management agreement, other than those that are terminable by Pathlore the Company or any of its Subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company or any of its Subsidiaries; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (cii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with a Lease in respect of real property not situated in Israel for the benefit of the landlord and its mortgage or in connection with the sale of products in the ordinary course of business that would not reasonably be expected consistent with past practice pursuant to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of PathloreCompany's standard form agreement previously delivered by the Company to the Buyer; (diii) any agreement, contract or commitment material Contract containing any covenant limiting in any respect the right of Pathlore the Company or any of its Subsidiaries to engage in any line of business or to compete with any person or entity or granting any exclusive distribution rights; (eiv) any agreement, contract or commitment Contract currently in force relating to the disposition or acquisition by Pathlore the Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore the Company or any of its Subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesthe Subsidiaries of the Company; (fv) any dealer, distributor, joint marketing or development agreement Contract currently in force under which Pathlore the Company or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore the Company or any of its Subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore the Company or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (gvi) any agreement, contract or commitment Contract currently in force to license any third party to manufacture or reproduce any Pathlore Product product, service or technology of the Company or any agreement, contract of its Subsidiaries or commitment any Contract currently in force to sell or distribute any Pathlore Productproducts, service or technology of the Company or any of its Subsidiaries except agreements with distributors or sales representatives in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalthe Buyer; (hvii) any Contract currently in force to provide source code or design specifications to any third party for any product or technology that is material to the Company and its Subsidiaries taken as a whole; (viii) any mortgages, indentures, guarantees, other Encumbrances, loans or credit agreements, security agreements or other agreements or instruments relating to to, or securing, the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property credit (other than NDAs and non-exclusive end-user agreements entered into in mortgages made by a landlord under a Lease to which mortgage the ordinary course of businessCompany is not a party but the Lease may be subject); (kix) any license, contract or commitment pursuant to material settlement agreement under which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); orCompany has ongoing obligations. (lb) any other agreementOther than Leases, contract or commitment that, either individually or taken together with all other contracts with neither the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Company nor any of its SubsidiariesSubsidiaries nor, nor to Pathlore’s Knowledge the Company's knowledge, any other party to a Pathlore Company Contract, is in breach, violation or default under, and neither Pathlore the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Company Contract in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), subject to the representations and warranties contained in Section 3.13, including without limitation, Section 3.13(c). The Company has made available to the Buyer true and correct copies of any Contracts (excluding purchase orders) the Company and its Subsidiaries may have with its top ten customers measured by revenue. (c) Neither the Company nor any of its Subsidiaries is restricted by agreement from carrying on its business anywhere in the world. (d) 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 or otherwise in respect of the obligation of any Person, corporation, partnership, joint venture, association, organization or other entity.

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreCompany; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lesssubsidiaries; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess a value of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore (a) Except as would not be material to the HDD Business, neither Parent nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardBoard of Directors of Parent, other than those that are terminable by Pathlore Parent or any of its Subsidiaries on no more than thirty (30) days’ ' notice without liability Liability or financial obligation to PathloreParent; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Parent or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Parent or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s its Subsidiaries;; or (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;. (ib) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Parent nor any of its Subsidiaries, nor to Pathlore’s Knowledge the knowledge of Parent any other party to a Pathlore ContractParent Contract (as defined below), is in breach, violation or default under, and neither Pathlore Parent nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Parent or any of its Subsidiaries is a party or by which it Parent or any of its Subsidiaries is bound that are required to be disclosed in the Pathlore Parent Schedules pursuant to this Agreement (any such agreementagreements, contract contracts or commitment, a “Pathlore Contract”commitments are "Parent Contracts") in such a manner as would permit any other party to cancel or terminate any such Pathlore Parent Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, or all of them in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore (a) Except as set forth on Section 4.19(a) of the Seller Disclosure Letter, neither the Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany’s Board of Directors, other than those that are terminable by Pathlore the Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathlorethe Company; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Termination Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement or the Termination Agreement; (ciii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale, license, distribution, reselling or other transfer of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty in connection with the provision of services in the obligations ordinary course of a Subsidiary of Pathlorebusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore the Company or any of its Subsidiaries subsidiaries to engage in any line of business presently conducted by the Company or any subsidiary, or to compete with any person or granting any exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore the Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlorethe Company’s Subsidiariessubsidiaries; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore the Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety sixty (9060) days or less, or any material agreement pursuant to which Pathlore the Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Seller or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety sixty (9060) days or less; (gvii) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to the Company and its subsidiaries taken as a whole; (viii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company Products, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany Products, services or technology, except agreements with distributors or sales representatives representative in the ordinary normal course of business and substantially in the form previously provided to SumTotalcancelable without penalty upon written notice of ninety (90) days or less; (hix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ix) any material settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lxi) any other material agreement, contract or commitment that, either individually currently in force that is outside the ordinary course of business or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess a value of $50,000 or more within a twelve (excluding payroll12) or revenue booked by Pathlore month period in excess of $500,000 or any individual case. (iib) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore the Company nor any of its Subsidiariessubsidiaries, nor to PathloreSeller’s Knowledge knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore the Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore the Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed set forth in the Pathlore Schedules Seller Disclosure Letter (any such agreement, contract or commitment, a “Pathlore Company Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in ------------------------------------- the OSI Disclosure Letter, neither OSI nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or postemployment liabilities or obligations other than OSI Employee Plans; (c) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements other than OSI Employee Plans; (d) any employment or consulting agreement, contract or binding commitment with any officer or director or higher level employee or member of the Pathlore Boardemployee, other than those that are not terminable by Pathlore OSI or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation to Pathloreliability; (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (cf) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between OSI or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits officers or directors; (dg) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore OSI or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (eh) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $250,000 and not cancelable at will without penalty; (i) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesenterprise; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hj) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any licensejoint marketing or development agreement, contract distribution agreement or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)royalty agreement; or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payrollreal and personal property leases) which require payment by OSI or revenue booked by Pathlore in excess any of $500,000 its subsidiaries under any such agreement, contract or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess commitment of $250,000 or more in the aggregate and is not cancelable without penalty within thirty (excluding payroll30) or revenue which will be booked by Pathlore days other than purchase order commitments for inventory in excess the ordinary course of $500,000business and consistent with past practices. Neither Pathlore OSI nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge OSI's knowledge any other party to a Pathlore Contractan OSI Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries OSI is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (l) above (any such agreement, contract or commitment, a “Pathlore an "OSI Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore OSI Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breachesdamages, violations or defaults, in the aggregate)which would have a Material Adverse Effect on OSI.

Agreements, Contracts and Commitments. Neither Pathlore nor any Except as otherwise set forth in Part 2.16 of its Subsidiaries isthe Company Schedules, as of the date hereof, hereof neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore the Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant materially limiting in any respect the right of Pathlore the Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ec) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore the Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesthe Company's subsidiaries that is material to the Company's business as currently conducted; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (gd) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture for any product or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating technology that is material to the borrowing of money Company and its subsidiaries taken as a whole; or extension of credit; (i) any settlement agreement entered into within three (3) years prior to Neither the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge the Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore the Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore the Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Company Schedules pursuant to clauses (a) through (d) above or pursuant to Section 2.9 hereof or are required to be filed with any Company SEC Report (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as As of the date hereof, except as provided in Company Schedule 2.17, neither Company nor any of its subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreCompany, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, warrant agreement, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification of officers, directors or any guaranty other than any agreement employees of indemnification entered into Company, except as provided for in the ordinary course Company's Articles of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore Incorporation or Bylaws, or any guaranty of the third party indebtedness or of obligations of a Subsidiary officers, directors, employees or agents of PathloreCompany; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any exclusive person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force containing exclusivity provisions pursuant to license any third party which Company has agreed not to manufacture purchase the goods or reproduce any Pathlore Product services of, or any agreemententer into a commercial relationship with, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotalanother person; (hg) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ih) any settlement agreement entered into within three relating to any claim or suit; (3i) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature;any real property lease covering more than 5,000 square feet; or (j) any licenseother agreement, lease, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course that involves remaining obligations of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess Company of $50,000 (excluding payroll) 10,000 or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Company Schedules (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in Section 2.18 of the Company Disclosure Letter, neither Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee or member of the Pathlore BoardCompany's Board of Directors, or any service, operating or management agreement or arrangement with respect to any of its properties (whether leased or owned) other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of products or services in or the licensing of real property in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (h) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (i) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to credit other than trade payables incurred in the date ordinary course of this Agreement with respect to which Pathlore has contingent obligations of a material naturebusiness; (j) any license, contract or commitment pursuant to material settlement agreement under which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Company has ongoing obligations; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore involving in excess of $50,000 (excluding payroll) 100,000 being paid by or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000to Company over the term thereof. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in material breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Disclosure Letter (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). Company has made available to Parent true and correct copies of any contracts between Company and its top ten customers.

Agreements, Contracts and Commitments. Neither Pathlore nor (a) Schedule 2.7(a) identifies, and the Company has made available to Buyer via the virtual data room, true, complete and correct copies of each of the following Contracts to which the Company or any of its Subsidiaries is, as of the date hereofis a party (each, a party to or is bound by:“Company Material Contract” and, collectively, the “Company Material Contracts”): (ai) any employment agreement or consulting any other agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore Board, (other than those that are terminable by Pathlore standard offer letters sent in the Ordinary Course of Business and At-Will Employee Contracts) pursuant to which the Company or any of its Subsidiaries is or may become obligated to pay compensation or benefits to any employee, executive officer or director of the Company or any of its Subsidiaries; (ii) any Contract that contains a non-competition provision that (A) prohibits or materially limits (or would materially limit after the date hereof) the freedom or ability of the Company or any of its Subsidiaries to engage in any type of business in any geographic area, or (B) creates any exclusive relationship; (iii) any Contract to which the Company or any of its Subsidiaries is a party (A) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities of any of the Company or any of its Subsidiaries, (B) providing any Person with any preemptive right or any similar right with respect to any securities of any of the Company or any of its Subsidiaries, or (C) providing the Company or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any securities of the Company or any of its Subsidiaries; (iv) any Contract (or group of related agreements with the same third parties) under which the Company or any of its Subsidiaries created, incurred, assumed or guaranteed any Debt or hedge transaction in excess of $1,000,000; (v) any Contract that contemplates or involves the payment or delivery of cash or other consideration by or to the Company or any of its Subsidiaries in an amount or having a value in excess of $1,000,000 in the aggregate, or contemplates or involves the performance of services or sale of goods by or to the Company or any of its Subsidiaries having a value in excess of $1,000,000 in the aggregate; (vi) the Organizational Documents of the Company and its Subsidiaries and any other partnership, limited liability company, joint venture or other similar agreement that is material to the Company and its Subsidiaries and any Contract which provides for the sharing of any profits with the Company or any Subsidiary; (vii) consulting, agency or advertising Contracts related to the Assets or the Businesses of the Company or any of its Subsidiaries, and involving payment to or by the Company or any of its Subsidiaries in excess of $500,000, except for such Contracts that are cancelable on no not more than thirty (30) days’ notice without liability or financial obligation to Pathlore; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries to engage in any line of business without penalty or to compete with any person or granting any exclusive distribution rightsincreased cost; (eviii) any agreement, contract or commitment currently in force Contracts relating to acquisition, sale or use of Intellectual Property, whether the disposition or acquisition by Pathlore Company or any of its Subsidiaries after is the date licensor or licensee thereunder (but excluding off-the-shelf or prepackaged software license agreements) having a value in excess of, or under which the Company or Subsidiary is obligated to pay or is entitled to receive amounts in excess of this Agreement $100,000 annually; (ix) Contracts for the purchase or sale of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any business, corporation, partnership, joint venture venture, association or other business enterprise other than Pathlore’s Subsidiaries; (f) organization or any dealerdivision, distributor, joint marketing operating unit or development agreement currently in force under which Pathlore product line of the Company or any of its Subsidiaries have continuing material obligations or Assets other than current Assets with a purchase price in excess of $500,000; (x) any Contract granting another Person an option to jointly market any product, technology purchase or service and which may not be canceled without penalty upon notice sell (A) personal property or Assets of ninety (90) days or less, or any material agreement pursuant to which Pathlore the Company or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of having a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore value in excess of $500,000 or (iiB) willany interest in Owned Real Property; (xi) Contracts pursuant to which the Company or any Subsidiary agrees to indemnify any Person or guaranty the obligations or performance of any Person, if fulfilled in accordance with which indemnification or guaranty obligation is reasonably likely to exceed $500,000; (xii) any Contract (or group of related Contracts) pursuant to which the Company or any of its terms, result in payments being made by Pathlore after December 31, 2004 Subsidiaries has committed to purchase fixed Assets or real property having an aggregate value in excess of $250,000 1,000,000; and (excluding payrollxiii) any Contract with sales representatives or revenue distributors to which will be booked by Pathlore the Company or any of its Subsidiaries is a party, other than At-Will Sales Rep Contracts. Each Material Contract is a valid and binding agreement of the Company or one of its Subsidiaries and is in excess of $500,000. Neither Pathlore full force and effect, and neither the Company nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, Subsidiaries is in breach, violation material breach of or default under, or has received in writing any claim or threat that it is currently in material breach of or default under, any of the terms or conditions of any Company Material Contract and neither Pathlore there does not exist any event or condition that, with notice or lapse of time, or both, could constitute a material breach of or default under any Material Contract. Neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, of a claim for indemnification under any Company Material Contract. To the knowledge of the material terms or conditions of any of the agreementsCompany, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any no other party to cancel or terminate such contract is in default thereof in any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)respect.

Agreements, Contracts and Commitments. (a) Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's board of directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions (either alone or upon the occurrence of any additional or subsequent events) contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions (either alone or upon the occurrence of any additional or subsequent events) contemplated by this Agreement; (ciii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license or purchase of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, Company Subsidiary is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries Company Subsidiary on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlore;Company. (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than (i) any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore business, or (ii) any indemnification obligation of the Company or any guaranty of the obligations of a Company Subsidiary of Pathloreto its officers or directors; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries Company Subsidiary to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries Company Subsidiary after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Company Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries have Company Subsidiary has continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessless and, in the case of dealer, distributor or joint marketing agreements, which involve payments by or to the Company of $500,000 or more, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries have Company Subsidiary has continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessCompany Subsidiaries; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology other than source code escrow agreements or other similar arrangements entered into in the normal course of business; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, including any parts or components thereof, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any material mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually that includes receipts or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess expenditures of $50,000 (excluding payroll) 1,000,000 or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Company Subsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Company Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries Company Subsidiary is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules as exceptions to this Section 4.10 (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).) Each Company Contract: (i) is valid and binding on the Company or its Subsidiaries, as the case may be and, to the knowledge of the Company, on the other parties thereto, and is in full force and effect, and (ii) upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect without penalty or other adverse consequence. To the knowledge of the Company, no other party to any Company Contract is in material breach thereof or material default thereunder.

Agreements, Contracts and Commitments. Neither Pathlore As of the date of ------------------------------------- this Agreement, neither Target nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardTarget's Board of Directors, other than those that are terminable by Pathlore Target or any of its Subsidiaries on no more than thirty (30) days’ 30 days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Target's or any of its Subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not where such agreement or guarantee might reasonably be expected to have result in a Target Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of PathloreEffect; (dc) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore Target or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person; or (ed) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Target or any of its Subsidiaries after the date of this Agreement of a any material amount of assets not in the ordinary course of business or pursuant to which Pathlore Target has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Target's Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Target nor any of its Subsidiaries, nor to Pathlore’s Knowledge Target's knowledge any other party to a Pathlore ContractTarget Contract (as defined below), is in breach, violation or default under, and neither Pathlore Target nor any of its Subsidiaries has received written notice (except for notices delivered prior to January 1, 1995 regarding matters which were subsequently resolved or are no longer pending) that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Target or any of its Subsidiaries is a party or by which it is bound that are required to be filed as an exhibit to a Target SEC Report or to be disclosed in the Pathlore Schedules Target Disclosure Schedule (any such agreement, contract or commitment, a “Pathlore "Target Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Target Contract, or would permit any other party to seek material damages or other remedies, which cancellation, termination, damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)would be reasonably likely to have a Target Material Adverse Effect.

Agreements, Contracts and Commitments. Neither Pathlore nor any Except as otherwise set forth ------------------------------------- in Part 2.17 of its Subsidiaries isthe Company Disclosure Schedule, as of the date hereof, hereof neither the Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore the Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software or hardware products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (dc) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore the Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ed) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore the Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesthe Company's subsidiaries; (fe) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore the Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Pathlore the Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore the Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less;; or (gf) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture for any product or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating technology that is material to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of Company and its subsidiaries taken as a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000whole. Neither Pathlore the Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge the Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore the Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore the Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Disclosure Schedule pursuant to clauses (a) through (f) above or pursuant to Section 2.9 hereof or are required to be filed with any Company SEC Report (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, Except as set forth in Section 2.16 and Section 2.2(b) of the date hereofCompany Disclosure Letter, the Company is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany’s Board of Directors, other than those that are terminable by Pathlore or any of its Subsidiaries the Company on no more than thirty (30) days’ days notice without liability or financial obligation to Pathloreobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between the Company and any of its officers or any guaranty of the obligations of a Subsidiary of Pathloredirectors; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore or any of its Subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries;enterprise; or (f) any dealer, distributor, material joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessagreement. The Company, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to PathloreCompany’s Knowledge knowledge any other party to a Pathlore ContractCompany Contract (as defined herein), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries the Company is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (f) above (any such agreement, contract or commitment, a “Pathlore ContractCOMPANY CONTRACT”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in to the aggregate)Company.

Agreements, Contracts and Commitments. Neither Pathlore Except as otherwise set forth in the Launch Disclosure Schedules, neither Launch nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardLaunch's Board of Directors, other than those that are terminable by Pathlore Launch or any of its Subsidiaries subsidiaries on no more than thirty (30) 30 days’ ' notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Launch's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in outside the ordinary course of Launch's business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathloreguaranty; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Launch or any of its Subsidiaries subsidiaries or a Joint Venture to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Launch or any of its Subsidiaries subsidiaries or a Joint Venture after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Launch has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesLaunch's subsidiaries or a Joint Venture; (f) any dealerlicensing, distributordistribution, joint marketing sponsorship, advertising, merchant program, encoding services, hosting or development other similar agreement currently in force under to which Pathlore Launch or any one of its Subsidiaries have continuing material obligations to jointly market any product, technology subsidiaries or service and a Joint Venture is a party which may not be canceled by Launch or its subsidiaries or a Joint Venture, as the case may be, without penalty in excess of $10,000 upon notice of ninety (90) 30 days or less, less or any material which provides for payments by Launch or its subsidiaries or a Joint Venture in an amount in excess of $10,000 over the term of the agreement pursuant or to which Pathlore Launch or any its subsidiaries or a Joint Venture in an amount in excess of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any $100,000 over the term of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessthe agreement; (g) any agreement, contract or commitment currently in force to license or provide source code to any third party to manufacture for any product or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)technology; or (lh) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has currently in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000effect that is material to Launch's business as presently conducted. Neither Pathlore Launch nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Launch's knowledge any Joint Venture or any other party to a Pathlore ContractLaunch Contract (as defined below), is in breach, violation or default under, and neither Pathlore Launch nor any of its Subsidiaries subsidiaries nor, to the knowledge of Launch, any Joint Venture has received written notice (or to its knowledge, any other form of notice) that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Launch or any of its Subsidiaries subsidiaries or a Joint Venture is a party or by which it is bound that are required to be disclosed in the Pathlore Launch Disclosure Schedules pursuant to clauses (a) through (h) above or pursuant to Section 3.9 hereof (any such agreement, contract or commitment, a “Pathlore Contract”"LAUNCH CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, Launch Contract or would permit any other party to seek material damages or other remedies (for any or all the effect of such breaches, violations or defaults, in the aggregate)which would have a Material Adverse Effect on Launch.

Agreements, Contracts and Commitments. Neither Pathlore Except as described in Schedule 2.17, neither Target Corporation nor any Subsidiary of its Subsidiaries is, as of the date hereof, Target Corporation is a party to or is bound by: by (ai) any employment written or consulting agreementoral contract, contract agreement or commitment with any officer which involves or director may involve aggregate future payments (whether in payment of a debt, as a result of a guarantee or higher level employee indemnification, for goods or member services or otherwise) by or to Target Corporation of the Pathlore Board$100,000 or more and which is not, by its terms, terminable by Target Corporation or one or more of its Subsidiaries without penalty or payment on 30 days notice or less, other than those that are terminable by Pathlore purchase orders for the purchase or any sale of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathlore; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification goods and/or services entered into by Target Corporation in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore business, or any guaranty of the obligations of a Subsidiary of Pathlore; (dii) any employment agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any non-competition agreement, contract any loan or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporationcredit agreement, partnershipsecurity agreement, joint venture indenture, mortgage, pledge or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property instrument evidencing indebtedness (other than NDAs and non-exclusive end-user equipment purchases or lease agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary sales representative, alliance, partnership, joint venture, joint operating or similar agreement. The Target Corporation has delivered to Acquiring Corporation a correct and complete copy of each written agreement listed in Schedule 2.17 (as amended to date) and a written summary setting forth the terms and conditions of each oral agreement referred to in Schedule 2.17. With respect to each such agreement: (A) the agreement is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract Enforceable against Target Corporation or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, as the case may be; (B) to the Knowledge of Target Corporation, the agreement will continue to be Enforceable against the other parties thereto following the consummation of the transactions contemplated hereby; (C) neither Target Corporation nor to Pathlore’s Knowledge any other party to a Pathlore Contract, Subsidiary of Target Corporation is in breachbreach under any material provision of or is not in default in any material respect under the terms of, violation any such contract, agreement or commitment described in Schedule 2.17, and to the Knowledge of Target Corporation, no event has occurred and no condition exists which, after notice or lapse of time or both, would constitute such a material breach or default underby Target Corporation or its Subsidiaries, and neither Pathlore nor or permit termination, modification, or acceleration, under any such contract, agreement or commitment; (D) to the Knowledge of its Subsidiaries has received written notice that it has breachedTarget Corporation, violated no third party is in breach of or defaulted under, any of in default under the material terms or conditions of any of the agreementssuch contract, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract agreement or commitment, a “Pathlore Contract”or permit termination, modification, or acceleration, under the agreement; and (E) in such a manner as would permit to the Knowledge of Target Corporation, no party has repudiated any other party to cancel or terminate provision of any such Pathlore Contractcontract, agreement or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)commitment.

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, material subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore Company or any of its Subsidiaries material subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any material agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, material joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; or (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, technology except agreements with distributors or sales representatives as a distributor in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary normal course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Company nor any of its Subsidiariesmaterial subsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Company Schedules pursuant to clauses (a) through (h) above or pursuant to Section 2.9 hereof (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as otherwise set forth in the Launch Disclosure Schedules, neither Launch nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardLaunch's Board of Directors, other than those that are terminable by Pathlore Launch or any of its Subsidiaries subsidiaries on no more than thirty (30) 30 days’ ' notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Launch's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in outside the ordinary course of Launch's business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathloreguaranty; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Launch or any of its Subsidiaries subsidiaries or a Joint Venture to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Launch or any of its Subsidiaries subsidiaries or a Joint Venture after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Launch has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesLaunch's subsidiaries or a Joint Venture; (f) any dealerlicensing, distributordistribution, joint marketing sponsorship, advertising, merchant program, encoding services, hosting or development other similar agreement currently in force under to which Pathlore Launch or any one of its Subsidiaries have continuing material obligations to jointly market any product, technology subsidiaries or service and a Joint Venture is a party which may not be canceled by Launch or its subsidiaries or a Joint Venture, as the case may be, without penalty in excess of $10,000 upon notice of ninety (90) 30 days or less, less or any material which provides for payments by Launch or its subsidiaries or a Joint Venture in an amount in excess of $10,000 over the term of the agreement pursuant or to which Pathlore Launch or any its subsidiaries or a Joint Venture in an amount in excess of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any $100,000 over the term of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessthe agreement; (g) any agreement, contract or commitment currently in force to license or provide source code to any third party to manufacture for any product or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)technology; or (lh) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has currently in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000effect that is material to Launch's business as presently conducted. Neither Pathlore Launch nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Launch's knowledge any Joint Venture or any other party to a Pathlore ContractLaunch Contract (as defined below), is in breach, violation or default under, and neither Pathlore Launch nor any of its Subsidiaries subsidiaries nor, to the knowledge of Launch, any Joint Venture has received written notice (or to its knowledge, any other form of notice) that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Launch or any of its Subsidiaries subsidiaries or a Joint Venture is a party or by which it is bound that are required to be disclosed in the Pathlore Launch Disclosure Schedules pursuant to clauses (a) through (h) above or pursuant to Section 3.9 hereof (any such agreement, contract or commitment, a “Pathlore "Launch Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, Launch Contract or would permit any other party to seek material damages or other remedies (for any or all the effect of such breaches, violations or defaults, in the aggregate)which would have a Material Adverse Effect on Launch.

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as (a) As of the date hereof, a except as set forth under Schedule 3.13(a) of the Company Disclosure Schedule, Company is not party to or is nor bound byby any: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Pathlore Board, other than those that are terminable by Pathlore SEC) with respect to Company or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with Company Annual Report on no more than thirty (30) days’ notice without liability Form 10-K for the year ended December 31, 2024, or financial obligation to Pathloreany Company SEC Documents filed after the date of filing of such Form 10-K until the date hereof; (bii) any agreement Contract (A) relating to the disposition or plan, including, without limitation, any stock option plan, stock appreciation right plan acquisition by Company or stock purchase plan, any of its Subsidiaries of a material amount of assets (1) after the benefits date of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business consistent with past practice or (2) prior to the date hereof, which contains any material ongoing obligations (including indemnification, “earn-out” or other contingent obligations) that would not are still in effect that are reasonably be expected likely, under any of them, to have a Material Adverse Effect on Pathlore result in claims in excess of $100,000 or any guaranty of the obligations of a Subsidiary of Pathlore; (dB) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore pursuant to which Company or any of its Subsidiaries will acquire any material ownership interest in any other person or other business enterprise other than Company’s Subsidiaries; (iii) collective bargaining agreement or Contract with any labor union, trade organization or other employee representative body; (iv) Contract establishing any joint ventures, partnerships or similar arrangements; (v) Contract (A) prohibiting or materially limiting the right of Company to engage compete in any line of business or to compete conduct business with any person Person or granting in any geographical area, (B) obligating Company to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party or (C) under which any Person has been granted the right to manufacture, sell, market or distribute any product of Company on an exclusive distribution rightsbasis to any Person or group of Persons or in any geographical area but excluding any distribution, sales representative, sales agent or similar agreement under which Company has granted a Person an exclusive geographical area and under which Company paid commissions less than $100,000 to such Person in 2024, or from whom Company received less than $100,000 from the sale of product to said Person in 2024; (evi) any agreement, contract or commitment currently in force relating Contract pursuant to the disposition or acquisition by Pathlore which Company or any of its Subsidiaries after (i) licenses any material Intellectual Property from another Person that is used by Company or one of its Subsidiaries in the date conduct of this Agreement its business as currently conducted that could require payment by Company or any Subsidiary of a material amount of assets not royalties or license fees exceeding $100,000 in any twelve (12) month period or (ii) licenses Company Intellectual Property to another Person, except licenses provided to direct customers in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesbusiness; (fvii) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments Contracts relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date credit of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license$100,000 or more, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs (A) accounts receivables and nonpayables and (B) loans to direct or indirect wholly-exclusive end-user agreements entered into owned subsidiaries, in each case in the ordinary course of business)business consistent with past practice; (kviii) Contract providing for any license, contract guaranty by Company or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other Subsidiaries of third-party to a Pathlore Contract, is in breach, violation obligations (under which Company or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any continuing obligations as of the material terms date hereof) of $100,000 or conditions of more, other than any of the agreements, contracts or commitments to which Pathlore guaranty by Company or any of its Subsidiaries is Subsidiaries’ obligations; (ix) Contract between Company, on the one hand, and any Affiliate of Company (other than a Subsidiary of Company), on the other hand (other than a Company Plan); (x) Contract containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than Company or by its Subsidiaries; (xi) Contract under which it Company and Company’s Subsidiaries are expected to make annual expenditures or receive annual revenues in excess of $100,000 during the current or a subsequent fiscal year; (xii) Employment agreement that cannot be terminated within sixty (60) days without a severance payment obligation; (xiii) Change of control bonus or other bonus agreement that will trigger a payment obligation as a result of closing this Transaction; or (xiv) Contract to enter into any of the foregoing. (b) The Company has been given access to a true and correct copy of all written Company Material Contracts, together with all material amendments, waivers or other changes thereto. There are no oral Company Material Contracts. (c) Except as disclosed under Section 3.13(c) of the Company Disclosure Schedule, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Company, (i) Company is bound that are not in default under any Contract listed, or required to be disclosed listed, in Section 3.13(a) of the Pathlore Schedules Company Disclosure Schedule (any such agreement, contract or commitmenteach, a “Pathlore Company Material Contract” and, collectively, the “Company Material Contracts”), and, (ii) in such a manner to Company’s Knowledge, as would permit any of the date hereof, the other party to cancel or terminate each of the Company Material Contracts is not in default thereunder. Except as disclosed under Section 3.13(c) of the Company Disclosure Schedule, each Company Material Contract is legal and in full force and effect and is valid, binding and enforceable against Company and, to Company’s Knowledge, each other party thereto. As of the date hereof, no party to any such Pathlore ContractCompany Material Contract has given any written notice, or would permit to the Knowledge of Company, any other party notice (whether or not written) of termination or cancellation of any Company Material Contract or that it intends to seek material damages to terminate or other remedies cancel any Company Material Contract (for any whether as a result of the transactions contemplated hereby or all of such breaches, violations or defaults, in the aggregateotherwise).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as As of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreCompany, (ii) any such agreement, contract or commitment with any employee, consultant, shareholder or other person that will result in any obligation of Company or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or shareholder of Company pursuant to which Company has loaned or is obligated to loan any money thereto or (iv) any agreement or arrangement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification of officers, directors or any guaranty other than any agreement employees of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore Company or any guaranty of the third party indebtedness or of obligations of a Subsidiary officers, directors, employees or agents of PathloreCompany; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any exclusive person any interest in Company's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force containing exclusivity provisions pursuant to license any third party which Company has agreed not to manufacture purchase the goods (other than local grocery products) or reproduce any Pathlore Product services of, or any agreemententer into a commercial relationship with, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotalanother person; (hg) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ih) any settlement agreement entered into within three relating to any claim or suit; (3i) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material natureany real property lease covering more than 20,000 square feet; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, obligating Company to make any payments based on (i) has in the 12 months preceding December 31number of users accessing any website operated by Company or any of its subsidiaries (whether measured by registrations, 2004 resulted in payments being made click-throughs or purchases by Pathlore in excess of $50,000 (excluding payrollsuch users) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made revenues generated by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (purchases on any such agreement, contract website; or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is(a) Except as set forth on Schedule 4.11, as of the date hereof, no Seller is a party to or and no Seller is bound byby any of the following in connection with the Business: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of the Pathlore Boardindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathloreorganization; (bii) any agreement fidelity or plan, including, without limitation, any stock option plan, stock appreciation right plan surety bond or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementcompletion bond; (ciii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathloreguaranty; (div) any agreementpurchase order or contract for the purchase of materials involving $2,000, contract individually, or commitment containing any covenant limiting $20,000 in any respect the right of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsaggregate; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributordistribution, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (lvi) any other agreement, contract or commitment thatthat involves $5,000 or more or is not cancelable without penalty within thirty (30) days. (a) No Seller has breached, either individually violated or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it such Seller has breached, violated or defaulted under, any of the material terms or conditions of any of the agreementsagreement, contracts contract or commitments commitment to which Pathlore or any of its Subsidiaries such Seller is a party or by which it such Seller is bound that are required with respect to be disclosed in the Pathlore Schedules (any Business or the Acquired Assets. Each such agreement, contract or commitmentcommitment is in full force and effect. Each Seller is in compliance with, and no Seller has breached any contract, license or agreement to which such Seller is a “Pathlore Contract”party or by which such Seller is bound with respect to the Business or the Acquired Assets or by which the assets of the Business are bound, and, to the knowledge of each Seller, all other parties to all such contracts, licenses and agreements are in compliance with, and have not breached any of such contracts, licenses or agreements. Following the Closing, Buyer will be permitted to exercise all of each Seller's rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which, such Seller would otherwise be required to pay. (a) The contracts, licenses and agreements listed on Schedule 4.11(b) are all contracts, licenses and agreements, to which each Seller is a party which still require performance of services or other obligations, including without limitation, indemnification, non-compete and non-disclosure obligations, delivery of materials or ongoing royalties or similar payments, either by a Seller or to the benefit of a Seller, other than "shrink wrap" and similar commercial end-user licenses. The contracts, licenses and agreements listed on Schedule 4.11(b) are in such a manner as would permit full force and effect. Provided that any other party necessary consents to cancel or terminate any such Pathlore Contractassignment have been obtained, the consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination, or would permit any other party to seek material damages or other remedies (for any or all suspension of such breachesthe contracts, violations or defaults, in the aggregatelicenses and agreements listed on Schedule 4.11(c).

Agreements, Contracts and Commitments. Neither Pathlore Except as otherwise set forth ------------------------------------- in Part 2.16 of the Company Disclosure Letter, neither Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification indemnification, any guaranty or any guaranty other than any agreement instrument evidencing indebtedness for borrowed money by way of indemnification entered into in the ordinary course direct loan, sale of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore debt securities, purchase money obligation, conditional sale, or any guaranty of the obligations of a Subsidiary of Pathloreotherwise; (d) any agreement, contract obligation or commitment containing any covenant limiting in any respect the right of Pathlore covenants purporting to limit or which effectively limit Company's or any of its Subsidiaries subsidiaries' freedom to engage compete in any line of business or to compete with in any person geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries or any employees of any thereof after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealerlicensing, distributordistribution, joint marketing sponsorship, advertising, merchant program or development other similar agreement currently in force under to which Pathlore Company or any one of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and subsidiaries is a party which (i) may not be canceled by Company or its subsidiaries, as the case may be, without penalty upon notice of ninety (90) 30 days or less, and (ii) which provides for payments by or any to Company or its subsidiaries in an amount in excess of $100,000 over the term of the agreement or which is (or could reasonably be expected to become) material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessCompany; (g) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture for any product or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)technology; or (lh) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has currently in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will effect that is material to Company's business as presently conducted and proposed to be booked by Pathlore in excess of $500,000conducted. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Disclosure Letter pursuant to clauses (a) through (h) above or pursuant to Section 2.11 hereof or are required to be filed with any Company SEC Report (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). The agreements set forth in Part 2.16(i) of the Company Disclosure Letter have, to Company's knowledge, been executed by each party thereto in the form provided to Parent.

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth on the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or executive officer, director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty days notice and which do so with no express (30whether by contract or by policy) days’ notice without liability or financial obligation to PathloreCompany; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase planplan (except for those described in Section 2.3 of the Company Disclosure Schedule), any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty currently in force other than any agreement of indemnification entered into in connection with the sale or license or distribution or marketing of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsbusiness; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Company's subsidiaries; or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Disclosure Schedule pursuant to this Section 2.19 (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in the Company Schedules, neither the Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore the Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit the Company's or any of its subsidiaries' ability to terminate employees at will and except for potential liabilities for future actions by the Company to the extent covered by the WARN Act; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, stock purchase plan or restricted stock purchase planagreement, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between the Company or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits officers or directors; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore the Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount portion of the assets not in of the ordinary course of business Company and its subsidiaries or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries;enterprise; or (f) any dealer, distributor, material joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore the Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge the Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore the Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (f) above (any such agreement, contract or commitment, as well as any agreement, contract or commitment that is an exhibit to any Company SEC Report, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).would

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as As of the date hereof, neither Company nor any of its subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardParent's Board of Directors, other than those that are terminable by Pathlore Parent or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreParent, (ii) any such agreement, contract or commitment with any employee, consultant, stockholder or other person that will result in any obligation of Parent or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or stockholder of Parent pursuant to which Parent has loaned or is obligated to loan any money thereto or (iv) any arrangement or agreement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification of officers, directors or any guaranty other than any agreement employees of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore Parent or any guaranty of the third party indebtedness or of obligations of a Subsidiary officers, directors, employees or agents of PathloreParent; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Parent or any of its Subsidiaries subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any exclusive person any interest in Parent's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Parent or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesParent's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement contract containing exclusivity provisions pursuant to which Pathlore Parent has agreed not to purchase the goods (other than local grocery products) or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be ownedservices of, in whole or in partenter into a commercial relationship with, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessanother person; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (h) any settlement agreement relating to any claim or suit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material naturereal property lease covering more than 20,000 square feet; (j) any licenseagreement, contract or commitment pursuant obligating Parent to which make any Person is authorized to use payments based on (i) the number of users accessing any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore website operated by Parent or any Subsidiary is authorized to use of its subsidiaries (whether measured by registrations, click-throughs or purchases by such users) or (ii) revenues generated by purchases on any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)such website; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess that involves remaining obligations of Parent of $50,000 (excluding payroll) 5,000,000 or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Parent nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Parent's knowledge any other party to a Pathlore ContractParent Contract (as defined below), is in breach, violation or default under, and neither Pathlore Parent nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Parent or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Parent Schedules (any such agreement, contract or commitment, a “Pathlore "Parent Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in the Nathan's Schedules, neither Nathan's nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore Boardemployee, other than those that are not terminable by Pathlore Nathan's or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability liability, except to the extent general principles of wrongful termination law may limit Nathan's or financial obligation any of its subsidiaries' ability to Pathloreterminate employees at will; (bd) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ce) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between Nathan's or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits officers or directors; (df) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore Nathan's or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (eg) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesenterprise; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract joint marketing or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business)development agreement; (k) any license, contract or commitment pursuant to which Pathlore or distribution agreement (identifying any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of businessthat contain exclusivity provisions); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payrollreal and personal property leases) or revenue booked which involves payment by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Nathan's or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (subsidiaries under any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel commitment of $100,000 or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, more in the aggregate)aggregate and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardClick2learn’s Board of Directors, other than those that are terminable by Pathlore Click2learn or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to PathloreClick2learn; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business business, that would not reasonably be expected to have a Material Adverse Effect on Pathlore Click2learn, or any guaranty of the obligations of a Subsidiary of PathloreClick2learn; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Click2learn or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Click2learn or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Click2learn has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than PathloreClick2learn’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Click2learn or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Click2learn or any of its Subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Click2learn or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Click2learn and its Subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Click2learn product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductClick2learn products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business and substantially in the form previously provided to SumTotalDocent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore Click2learn has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the past 12 months preceding December 31, 2004 resulted in payments being made by Pathlore Click2learn or revenue to Click2learn in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 1,000,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 Click2learn or revenue to Click2learn in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore 1,000,000 in excess of $500,000the next 12 months. Neither Pathlore Click2learn nor any of its Subsidiaries, nor to PathloreClick2learn’s Knowledge knowledge any other party to a Pathlore ContractClick2learn Contract (as defined below), is in breach, violation or default under, and neither Pathlore Click2learn nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Click2learn or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Click2learn Schedules (any such agreement, contract or commitment, a “Pathlore Click2learn Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Click2learn Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth on Section 3.16 to the Disclosure Schedules, neither Target nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardTarget's Board of Directors, other than those that are terminable by Pathlore Target or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreTarget; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of computer or communications hardware products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Target or any of its Subsidiaries subsidiaries to engage in any line of business, conduct business in any geographical area or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Target or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Target has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesTarget's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Target or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Target or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Target or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Target and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Target product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductTarget products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess a value of $50,000 (excluding payroll) 1,000,000 or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Target nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Target's knowledge any other party to a Pathlore ContractTarget Contract (as defined below), is (or with nothing more than notice and/or the passage of time will be) in breach, violation or default under, and neither Pathlore Target nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Target or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Disclosure Schedules (any such agreement, contract or commitment, a “Pathlore "Target Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Target Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate). Each Target Contract is in full force and effect, and is a legal, valid and binding obligation of Target or a subsidiary of Target and, to the knowledge of Target, each of the other parties thereto, enforceable in accordance with its terms, except (a) that the enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and (b) as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect on Target.

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of ------------------------------------- its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually under which Company or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in a subsidiary is contractually obligated to make or entitled to receive payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level officer, director, Company employee currently earning an annual salary in excess of $100,000 or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any material agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any material agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess a value of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as As of the date hereof, except as provided in Parent Schedule 3.16, neither Parent nor any of its subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardParent's Board of Directors, other than those that are terminable by Pathlore Parent or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreParent, (ii) any such agreement, contract or commitment with any employee, consultant, stockholder or other person that will result in any obligation of Parent or any of its subsidiaries to make any payments as a result of the transactions contemplated hereby, (iii) any agreement with any employee, consultant or stockholder of Parent pursuant to which Parent has loaned or is obligated to loan any money thereto or (iv) any arrangement or agreement providing for severance or termination pay; (b) any agreement or plan, including, without limitation, any stock option plan, warrant agreement, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification of officers, directors or any guaranty other than any agreement employees of indemnification entered into Parent, except as provided for in the ordinary course Parent's Articles of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore Incorporation or Bylaws, or any guaranty of the third party indebtedness or of obligations of a Subsidiary officers, directors, employees or agents of PathloreParent; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Parent or any of its Subsidiaries subsidiaries to engage in any line of business in any geographic area or to compete with any person or granting to any exclusive person any interest in Parent's distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Parent or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesParent's subsidiaries; (f) any dealercontract, distributor, joint marketing agreement or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement commitment containing exclusivity provisions pursuant to which Pathlore Parent has agreed not to purchase the goods (other than local grocery products) or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be ownedservices of, in whole or in partenter into a commercial relationship with, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessanother person; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ih) any settlement agreement entered into within three relating to any claim or suit; (3i) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature;any real property lease covering more than 25,000 square feet; or (j) any licenseother agreement, lease, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course that involves remaining obligations of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess Parent of $50,000 (excluding payroll) 100,000 or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Parent nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Parent's knowledge any other party to a Pathlore ContractParent Contract (as defined below), is in breach, violation or default under, and neither Pathlore Parent nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Parent or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Parent Schedules (any such agreement, contract or commitment, a “Pathlore Contract”"PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Parent Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as disclosed in Section 2.19 of the Company Schedule, neither Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the ordinary course sale, license, distribution and development of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty software products and advertising in the Ordinary Course of the obligations of a Subsidiary of PathloreBusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business Business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit or granting any Lien on any assets or properties of the Company or any of its subsidiaries; (ij) any settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business)Agreement; (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment thatthat has a value of $25,000 or more individually; (l) any agreement (or group of related agreements) for the lease of personal property to or from any person that involves aggregate annual payments of more than $25,000; (m) any agreement under which the consequences of a default or termination could reasonably be anticipated to have a Material Adverse Effect on the Company; (n) any agreement (or group of related agreements) for the purchase or sale of commodities, either individually supplies, products, or taken together with all other contracts with personal property, or for the same partyfurnishing or receipt of services, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore performance of which will extend over a period of more than one year or involve consideration in excess of $50,000 25,000; (excluding payrollo) any agreement for the purchase of supplies, components, products or services from single source suppliers, custom manufacturers or subcontractors that involves aggregate annual payments of more than $25,000; (p) any agreement concerning a partnership or joint venture; (q) any agreement with any Company stockholder or any of such Company stockholder's Affiliates (other than the Company) or with any Affiliate of the Company; (r) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers or employees; (s) any collective bargaining agreement; (t) any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; (u) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by the Company; (v) any executory agreement pursuant to which the Company is obligated to provide maintenance, support or training for its services or products; (w) any revenue booked by Pathlore or profit participation agreement which involves aggregate annual payments of more than $25,000; and (x) any license, agreement or other permission which the Company or any Affiliate of the Company has granted to any third party with respect to any of the Intellectual Property used in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000the Company's business. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: : (a) any employment or consulting agreement, contract or commitment with any officer or officer, director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty days notice and which do so with no express (30whether by contract or by policy) days’ notice without liability or financial obligation to Pathlore; Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; ; (c) any agreement of indemnification or any guaranty currently in force other than any agreement of indemnification entered into in connection with the sale or license or distribution or marketing of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; business; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; ; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; Company's subsidiaries; (f) any dealer, distributor, material joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less; ; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; or (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, technology except agreements with distributors or sales representatives as a distributor in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary normal course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).Company 17

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in Section 3.16 and Section 3.2(b) of the Parent Schedules, neither Parent nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardParent's Board of Directors, other than those that are terminable by Pathlore Parent or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation to Pathloreobligation; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between Parent or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits officers or directors; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore Parent or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries;enterprise; or (f) any dealer, distributor, material joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Parent nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Parent's knowledge any other party to a Pathlore ContractParent Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Parent or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (f) above (any such agreement, contract or commitment, a “Pathlore Contract”"PARENT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Parent Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)to Parent.

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as (a) Section 2.12(a) of the date hereofCompany Schedule sets forth all contracts that are material to the business or operations of the Company (including its subsidiaries) or which by their terms seek to limit or define those activities in which the Company and its subsidiaries is (or the Surviving Corporation would be) permitted or required to engage or which require any consent, approval or waiver by the other parties thereto in connection with this Agreement, any Ancillary Agreement, or the consummation of the transactions contemplated hereby or thereby (collectively, the “Material Contracts”). Except as set forth in Section 2.12(a) of the Company Schedule, the Company does not have, is not a party to or nor is it bound by: (ai) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (iv) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of the Pathlore Boardindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathloreorganization; (bv) any agreement or plan, plan (including, without limitation, any stock option plan, stock appreciation right rights plan or stock purchase plan, ) any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the Ancillary Agreements or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementhereby or thereby; (cvi) any fidelity or surety bond or completion bond; (vii) any lease of real or personal property involving future payments in excess of $25,000, other than as set forth in Section 2.10(a) of the Company Schedule; (viii) any agreement of indemnification indemnification, warranty, guaranty or suretyship or otherwise obligating the Company or any guaranty other than subsidiary to assume or incur any agreement obligation or liability of indemnification entered into a third party, except as described in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty Section 2.12(a)(vii) of the obligations of a Subsidiary of PathloreCompany Schedule; (dix) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore or any of its Subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (ex) any agreement, contract or commitment currently relating to capital expenditures or involving future payments in force excess of $10,000 in any single year or in any specific circumstance; (xi) any agreement, arrangement, right, contract or commitment relating to the disposition or acquisition by Pathlore of assets, properties or any interest in any business enterprise, in each case outside of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlorethe Company’s Subsidiariesbusiness; (fxii) any dealermortgage, distributorindenture, joint marketing loan or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any credit agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, including guaranties or instruments of surety referred to in subparagraph (vi) above, other than the lines of credit described in Section 2.31 of the Company Schedule, all of which will be paid in full and terminated as of the Effective Time, unless Parent requests otherwise reasonably prior to such time; (ixiii) any settlement agreement entered into within three (3) years prior to purchase order or contract for the date purchase of this Agreement with respect to which Pathlore has contingent obligations raw materials or the provision of a material nature; (j) any licenseservices involving $10,000 or more, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into purchases in the ordinary course of business); (kxiv) any licenseconstruction contracts; (xv) any distribution, contract joint marketing, licensing or commitment pursuant to which Pathlore or development agreement; (xvi) any Subsidiary is authorized to use any Intellectual Property of a third party (insurance policies, other than NDAs and commercially available shrink wrap agreements entered into as described in Section 2.25 of the ordinary course of business); orCompany Schedules; (lxvii) any other agreement, contract or commitment that, either individually that involves or taken together with all other contracts with could result in aggregate payments to or by the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess Company of $50,000 25,000 or more or is not cancelable by the Company without penalty within thirty (excluding payroll30) days. (b) The Company and its subsidiaries have not breached, violated or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreementsagreement, contracts contract or commitments commitment to which Pathlore or any of its Subsidiaries it is a party or by which it is or its assets or properties are or may be bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) ). Each Contract is in such a manner as would permit full force and effect and is not subject to any other breach, default or violation thereunder of which the Company has knowledge by any party obligated to cancel or terminate any such Pathlore Contractthe Company pursuant thereto. The Company has obtained, or would permit will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract (including the Material Contracts) as are required or prudent to obtain in connection with the Merger and the other party to seek material damages or other remedies transactions contemplated hereby and by the Ancillary Agreements (for any or all of such breaches, violations or defaults, in the aggregate“Requisite Consents”).

Agreements, Contracts and Commitments. Neither Pathlore nor any The following agreements, contracts or commitments with respect to which Proxim or one of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound byare referred to herein as the "PROXIM CONTRACTS": (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardProxim's Board of Directors, other than those that are terminable by Pathlore Proxim or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to PathloreProxim; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Proxim or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Proxim or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount assets in excess of assets $250,000 not in the ordinary course of business or pursuant to which Pathlore Proxim has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesProxim's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Proxim or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Proxim or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Proxim or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Proxim product or service or any material agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductProxim products or service, including any Proxim Material IP Contract, except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalWestern Multiplex; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement; provided that a Proxim Contract shall not include any settlement agreement entered into within three more than five (35) years prior to before the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lj) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in connection with or pursuant to which Proxim and its subsidiaries will spend or receive (or are expected to spend or receive), in the 12 months preceding December 31aggregate, 2004 resulted in payments being made by Pathlore in excess of more than $50,000 (excluding payroll) 250,000 during the current calendar year or revenue booked by Pathlore in excess of $500,000 or during the next calendar year, (ii) willthe termination, if fulfilled expiration or loss of the counterparty's performance of which could reasonably be expected to have a Material Adverse Effect on Proxim or (iii) that is a material contract (as defined in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess Item 601(b)(10) of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess Regulation S-K of $500,000the SEC rules). Neither Pathlore Proxim nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Proxim's Knowledge any other party to a Pathlore Proxim Contract, is in material breach, violation or default under, and neither Pathlore Proxim nor any of its Subsidiaries subsidiaries has received written notice that it has materially breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Proxim Contract in such a manner as would permit any other party to cancel or terminate any such Pathlore Proxim Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in Section ------------------------------------- 2.20 of the Company Schedule, neither Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director vice president or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company or any of its subsidiaries; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any product warranty or agreement of indemnification substantially in the Company's standard form for the applicable standard form of customer agreement in which the warranty or indemnification agreement is incorporated entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product product, service or technology of Company or any of its subsidiaries or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Productproducts, service or technology of Company or any of its subsidiaries except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment thatcurrently in force under which Company will pay, either individually or taken together with all other contracts with expects to receive, after the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore date hereof an amount in excess of $50,000 (excluding payroll) 150,000 or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is any of them are bound that are required to be disclosed in Sections 2.19(h) or 2.20 of the Pathlore Schedules Company Schedule or that are otherwise material to Company or any of its subsidiaries (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any (a) Section 3.13(a) of its Subsidiaries is, the Company Disclosure Schedule lists the following Company Contracts in effect as of the date hereofof this Agreement (each, a party to or is bound by:“Company Material Contract” and collectively, the “Company Material Contracts”): (ai) each Company Contract relating to the employment of, or the performance of employment-related services by, any employment current Company Associate that is not immediately terminable at-will by the Company without notice, severance, or consulting agreement, contract other similar cost or commitment with any officer or director or higher level employee or member of the Pathlore Board, other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathloreliability; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of each Company Contract the benefits primary purpose of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of is indemnification or any guaranty other than any agreement of indemnification guaranty, except as entered into in the ordinary course Ordinary Course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of PathloreBusiness; (diii) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting in any respect the right freedom of Pathlore the Company or any of its Subsidiaries the Surviving Corporation to engage in any line of business or to compete with any person Person, (B) any most-favored pricing arrangement, (C) any exclusivity provision, or granting (D) any exclusive distribution rightsnon-solicitation provision with respect to employees of other Persons, in each case, except for restrictions that would not materially affect the ability of Company to conduct its business; (eiv) any agreement, contract or commitment currently each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in force excess of $100,000 pursuant to its express terms and not cancelable without penalty; (v) each Company Contract relating to the disposition or acquisition by Pathlore of material assets or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporationEntity, partnershipin each case, joint venture or other business enterprise other than Pathlore’s Subsidiariesinvolving payments in excess of $100,000; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations each Company Contract relating to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit or creating any material Encumbrances with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company, in each case, having an outstanding principal amount in excess of $100,000; (ivii) any settlement agreement entered into within three (3) years prior each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $100,000 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 which Pathlore has contingent obligations any pre-clinical or clinical development activities of a material nature; the Company, (jC) any licensedealer, contract distributor, joint marketing, alliance, joint venture, cooperation, development or commitment other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Person is authorized to use any Pathlore Intellectual Property that will not be owned, in whole or in part, by the Company, or (other than NDAs and non-exclusive end-user agreements D) any Company Contract to license any 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 Contract to sell, distribute or commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the ordinary course Ordinary Course of business)Business; (kviii) each Company Contract with any licensePerson, contract including any financial advisor, broker, finder, investment banker or commitment pursuant other Person, providing advisory services to the Company in connection with the Contemplated Transactions; (ix) each Company Real Estate Lease; (x) each Company Contract to which Pathlore the Company is a party or by which any Subsidiary of its assets and properties is authorized to use any Intellectual Property currently bound, which involves annual obligations of a third party (other than NDAs and commercially available shrink wrap agreements entered into payment by, or annual payments to, the Company in the ordinary course excess of business)$100,000; or (lxi) any other Company Contract that is not terminable at will (with no penalty or payment) by the Company, as applicable, and (A) which involves payment or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has of more than $100,000 in the 12 months preceding December 31aggregate, 2004 resulted in payments being made by Pathlore or obligations after the date of this Agreement in excess of $50,000 (excluding payroll) or revenue booked by Pathlore 100,000 in excess of $500,000 the aggregate, or (iiB) willthat is material to the business or operations of the Company. (b) The Company has delivered or made available to PubCo accurate and complete copies of all Company Material Contracts, if fulfilled including all amendments thereto. There are no Company Material Contracts that are not in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000written form. Neither Pathlore nor any of its SubsidiariesThe Company has not, nor to Pathlorethe Company’s Knowledge Knowledge, as of the date of this Agreement has any other party to a Pathlore Company Material Contract, is in breachbreached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Company Material Contract in such a manner as would permit any other party to cancel or terminate any such Pathlore 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 the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. As of the date of this Agreement, no Person is renegotiating with the Company to change any material damages amount paid or payable to the Company under any Company Material Contract or any other remedies (for material term or provision of any or all of such breaches, violations or defaults, in the aggregate)Company Material Contract.

Agreements, Contracts and Commitments. Neither Pathlore (a) Except as listed in Part 2.9(a) of the Advaxis Disclosure Schedule, as of the date of this Agreement, neither Advaxis nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound byby any: (ai) Advaxis Contract that would be required to be filed by Advaxis as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed on a Current Report on Form 8-K that has not been filed or incorporated by reference in the Advaxis SEC Reports; (ii) Advaxis Contract relating to any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (iii) Advaxis Contract relating to the employment of, or consulting agreementthe performance of employment-related services by, contract any Person, including any employee, consultant or commitment with any officer or director or higher level employee or member of the Pathlore Boardindependent contractor, other than those that are not terminable by Pathlore Advaxis or any of its Subsidiaries on no more than thirty ninety (3090) days’ notice without liability liability, except to the extent general principles of wrongful termination law may limit Advaxis’, its Subsidiaries’ or financial obligation such successor’s ability to Pathloreterminate employees at will; (biv) Advaxis Contract relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Transactions, including the Merger (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementTransactions; (cv) any agreement indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of indemnification or any guaranty indebtedness, in each case providing for indebtedness in excess of $100,000, other than indebtedness solely between or among any agreement of indemnification entered into in the ordinary course Advaxis and any of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathloreits wholly owned Subsidiaries; (dvi) Advaxis Contract relating to any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore or any of Advaxis, its Subsidiaries or the Surviving Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsPerson; (evii) Advaxis Contract that contains a put, call, right of first refusal or similar right pursuant to which Advaxis or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (viii) material settlement agreement or similar agreement with a Governmental Authority to which Advaxis or any of its Subsidiaries is a party that contains material obligations or limitations on Advaxis’ or such Subsidiary’s conduct; (ix) Advaxis Contract relating to any agreement, contract or commitment relating to capital expenditures and involving obligations after the date of this Agreement in excess of $100,000 and not cancelable without penalty; (x) Advaxis Contract relating to any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore of material assets or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesEntity in excess of $100,000; (fxi) Advaxis Contract relating to (i) any distribution agreement (identifying any that contain exclusivity provisions); (ii) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of Advaxis (iii) any dealer, distributor, joint marketing marketing, alliance, joint venture, cooperation, development or development other agreement currently in force under which Pathlore Advaxis or any of its Subsidiaries have has continuing material obligations to jointly develop or market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessservice, or any material agreement pursuant to which Pathlore Advaxis or any of its Subsidiaries have has continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore Advaxis or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety such Subsidiary; or (90) days or less; (giv) any agreement, contract or commitment Contract currently in force to license any third party to manufacture or reproduce produce any Pathlore Product Advaxis product, service or technology or any agreement, contract or commitment Contract currently in force to sell sell, distribute or distribute commercialize any Pathlore ProductAdvaxis products or service, except except, in each case, agreements with distributors or sales representatives entered in the ordinary course Ordinary Course of business and substantially in the form previously provided to SumTotalBusiness; (hxii) Advaxis Contract with any mortgagesPerson, indenturesincluding any financial advisor, guaranteesbroker, loans or credit agreementsfinder, security agreements investment banker or other agreements or instruments relating Person, providing advisory services to Advaxis in connection with the borrowing of money or extension of credittransactions set forth in this Agreement, including the Merger; (ixiii) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment Advaxis Contract pursuant to which any Person is authorized Advaxis IP Rights are licensed by or to use Advaxis or any Pathlore Intellectual Property (of its Subsidiaries, other than NDAs and (A) “shrink wrap” or other licenses for generally commercially available software (including open source software) or hosted services, (B) customer or channel partner Advaxis Contracts substantially on Advaxis’ or any of its Subsidiaries’ standard forms, (C) Advaxis Contracts that authorizes Advaxis or any of its Subsidiaries to identify another Person as a customer, vendor, supplier or partner or that authorizes another Person to identify Advaxis or any of its Subsidiaries as a customer, vendor, supplier or partner of such Person, (D) Advaxis Contracts that provide a limited, non-exclusive end-user agreements entered into license to use the trademarks included in the ordinary course Advaxis IP Rights to promote any products or services of business); Advaxis or its Subsidiaries or to otherwise provide such products or services to others, (kE) any licenseAdvaxis Contracts with Advaxis’ or its Subsidiaries’ employees or contractors substantially on Advaxis’ or its Subsidiaries’ standard forms, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party and (other than NDAs and commercially available shrink wrap F) non-disclosure agreements entered into in (the ordinary course of business“Advaxis Standard Contracts”); or (lxiv) any other agreement, contract or commitment that(i) which involves payment or receipt by Advaxis or its Subsidiaries under any such agreement, either contract or commitment of $100,000 or more in the aggregate or obligations after the date of this Agreement in excess of $100,000 in the aggregate, or (ii) that may not be terminable with no liability or cost within ninety (90) days. Each such Contract described in clauses (a) through (n) is referred to herein as an “Advaxis Material Contract”. (b) Advaxis has delivered to Biosight accurate and complete (except for applicable redactions thereto) copies of all Advaxis Material Contracts, including all amendments thereto. There are no Advaxis Material Contracts that are not in written form. Except as would not reasonably be expected to have, individually or taken together with all other contracts with in the same partyaggregate, an Advaxis Material Adverse Effect, (i) has neither Advaxis nor any of its Subsidiaries is (and, to the Knowledge of Advaxis, no other party is) in default under or breach of any Contract to which Advaxis is a party, there are no events or conditions, including with respect to any events or conditions as a result of the 12 months preceding December 31COVID-19 pandemic, 2004 resulted in payments being made by Pathlore in excess which constitute, or, after notice or lapse of $50,000 (excluding payroll) time or revenue booked by Pathlore in excess both, will constitute, a default on the part of $500,000 Advaxis or any of its Subsidiaries or, to the Knowledge of Advaxis, any counterparty under such Advaxis Contract, (ii) willeach of the Advaxis Material Contracts is in full force and effect and is a valid, if fulfilled binding and enforceable obligation of Advaxis and its Subsidiaries, except (A) that such enforcement may be subject to the Bankruptcy and Equity Exception, (B) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought, and (C) to the extent that any Advaxis Material Contract expires in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 and (excluding payrolliii) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, Advaxis and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the have performed all respective material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are obligations required to be disclosed in performed by them to date under the Pathlore Schedules (any such agreement, contract or commitment, Advaxis Material Contracts to which they are a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)party.

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, ------------------------------------- subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license or purchase of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any material agreement, contract or commitment, other than standard end-user license agreements and related maintenance and support agreements entered into in the ordinary course of business, currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, leases, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess a value of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages reasonably be expected, either individually or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), to result in a Material Adverse Effect on Company.

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in Section 2.17 of the Raven Disclosure Schedule, neither Raven nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (b) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore Boardemployee, other than those that are not terminable by Pathlore Raven or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability liability, except to the extent general principles of wrongful termination law may limit Raven's or financial obligation any of its subsidiaries' ability to Pathloreterminate employees at will; (bc) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (cd) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between Raven or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits officers or directors; (de) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore Raven or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (ef) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (g) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotalenterprise; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material naturejoint marketing or development agreement; (j) any license, contract or commitment pursuant to which distribution agreement (identifying any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of businessthat contain exclusivity provisions); or (lk) any other agreement, contract or commitment that(excluding real and personal property leases) which involve payment by Raven or any of its subsidiaries under any such agreement, either individually contract or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess commitment of $50,000 or more in the aggregate and is not cancelable without penalty within thirty (excluding payroll30) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000days. Neither Pathlore Raven nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Raven's knowledge any other party to a Pathlore ContractRaven Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries Raven is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (k) above (any such agreement, contract or commitment, a “Pathlore "Raven Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Raven Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaultsdamages, in the aggregate)either case as would reasonably be expected to have a Material Adverse Effect on Raven. Each Raven Contract is valid, binding, enforceable and in full force and effect.

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth n the attached Schedule A, neither the Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any Any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore the Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation to Pathloreobligation; (b) any Any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any Any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between the Company or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits officers or directors; (d) any Any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore the Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any Any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries;enterprise; or (f) any dealer, distributor, Any material joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore the Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge the Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined herein), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore the Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (f) above (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek damages, which would be reasonably likely to be material damages or other remedies (for any or all of such breaches, violations or defaults, in to the aggregate)Company.

Agreements, Contracts and Commitments. Neither Pathlore Summit nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardSummit's Board of Directors, other than those that are terminable by Pathlore Summit or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Summit's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than than: (i) any agreement of indemnification or guaranty entered into in the ordinary course of business, (ii) any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore business, (iii) any agreement of indemnification entered into in connection with services performed in the ordinary course of business, and (iv) any indemnification agreement between Summit or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloretheir respective officers, directors or employees; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore Summit or any of its Subsidiaries subsidiaries to engage in any line of business which is material to Summit and its subsidiaries taken as a whole or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Summit or any of its Subsidiaries subsidiaries or subsequent parent or sister companies after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Summit has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesenterprise; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Summit or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Pathlore Summit or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Summit or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Summit and its subsidiaries taken as a whole, except for (i) any agreement, contract or commitment pursuant to which source code is provided solely for maintenance purposes, and (ii) any source code escrow agreement entered into in the ordinary course of business that solely contains provisions relating to the release of source code if Summit and/or any of its subsidiaries ceases to do business or fails to provide appropriate maintenance; or (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Summit product, service or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, technology except agreements with distributors or sales representatives as a distributor in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary normal course of business); . Each Summit Contract (kas defined below) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs in full force and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000effect. Neither Pathlore Summit nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Summit's knowledge any other party to a Pathlore Summit Contract, is in breach, violation or default under, and neither Pathlore Summit nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Summit or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Summit Schedules pursuant to clauses (a) through (h) above or pursuant to Section 3.9 hereof (any such agreement, contract or commitment, a “Pathlore Contract”"SUMMIT CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Summit Contract, or would permit any other party to seek material damages or other remedies damages, which would be reasonably likely to exceed $1 million (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, Except as disclosed in Section 2.14 of the date hereofDisclosure Schedule or elsewhere in the Disclosure Schedule, the Company does not have and is not a party to or is bound byto: (a) any collective bargaining agreements, (b) any agreements that contain any unpaid severance liabilities or obligations, (c) any bonus or incentive compensation plans or arrangements, except for commission plans with sales persons, (d) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of the Pathlore Boardindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other than those that are organization, in each case which is not terminable by Pathlore or any of its Subsidiaries the Company on no more than thirty (30) days’ days notice without liability or financial obligation to Pathlore;the Company, except to the extent general principles of wrongful termination law may limit the Company's ability to terminate employees at will, (be) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, (cf) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $25,000, (h) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected except for agreements for indemnification provided by the Company to have a Material Adverse Effect on Pathlore licensees or any guaranty other third parties in connection with the sale or license of the obligations of a Subsidiary of Pathlore;Company's software products or services, (di) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore or any of its Subsidiaries the Company to engage in any line of its business or to compete with any person entity except for agreements not to compete provided by the Company to licensees or granting any exclusive distribution rights;other third parties in connection with the sale or license of the Company's software products or services, (ej) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $25,000, over the life of any such agreement, contract or commitment, (k) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets of the Company not in the ordinary course of business or pursuant to which Pathlore has the disposition or acquisition of any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries;enterprise, (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hl) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by the Company or extension of credit;credit by the Company, including guaranties referred to in clause (h) hereof, (im) any settlement agreement entered into within three (3) years prior to purchase order or contract for the date purchase of this Agreement with respect to which Pathlore has contingent obligations raw materials or acquisition of a material nature;assets involving $5,000 or more, (jn) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business);construction contracts, (ko) any licensedistribution, contract joint marketing or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); ordevelopment agreement, (lp) any other agreement, contract or commitment that, either individually or taken together with all other contracts with which involves the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess payment of $50,000 or more by the Company and is not cancelable without penalty within thirty (excluding payroll30) or revenue booked by Pathlore in excess days, or (q) any agreement which has a value of $500,000 50,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default underThe Company has not breached, and neither Pathlore nor has not received in writing any claim, and none of its Subsidiaries the Major Stockholders has received any written notice that it the Company has breached, violated or defaulted under, any of the material terms or conditions of any of the agreementsmaterial agreement, contracts contract or commitments commitment to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are is required to be disclosed in Section 2.14 of the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Disclosure Schedule in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)same.

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, as of the date hereof, a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member Schedule 2.19 hereto sets forth a complete and accurate list of the Pathlore Board, other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathlore; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant following Contracts to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries is a party or by which it any of them is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitmenteach, a “Pathlore Material Company Contract” and collectively, the “Material Company Contracts”): (i) any Contract providing for payments (present or future) to the Company or any of its Subsidiaries in excess of $1,000,000 in the aggregate; (ii) any Contract under or in respect of which the Company or any of its Subsidiaries presently have any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in such excess of $500,000 in the aggregate; (iii) any Contract for or relating to any borrowing of money by or from the Company or any of its Subsidiaries and by or to any officer, director, employee or shareholder of the Company or any of its Subsidiaries (“Insider”); (iv) any Contract for or relating to any borrowing of money from an Insider by the Company; (v) any guaranty, direct or indirect, by the Company, a manner Subsidiary or any Insider of the Company of any obligation for borrowings, or otherwise, excluding endorsements made for collection in the ordinary course of business; (vi) any Contract of employment or management; (vii) any Contract made other than in the ordinary course of business or (x) providing for the grant of any preferential rights to purchase or lease any asset of the Company or any of its Subsidiaries or (y) providing for any right (exclusive or non-exclusive) to sell or distribute, or otherwise relating to the sale or distribution of, any product or service of the Company or any of its Subsidiaries; (viii) any Contract providing for the obligation to register any share capital or other securities of the Company or any of its Subsidiaries with any Governmental Entity; (ix) any Contract providing for the obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or shares of other Persons; (x) any collective bargaining agreement with any labor union; (xi) any lease or similar arrangement for the use by the Company or any of its Subsidiaries of real property or personal property where the annual lease payments are greater than $100,000 (other than any lease of vehicles, office equipment or operating equipment made in the ordinary course of business); (xii) any Contract granting or purporting to grant, or otherwise in any way relating to, any mineral rights or any other interest (including, without limitation, a leasehold interest) in real property; and (xiii) any Contract to which any Insider of the Company or any of its Subsidiaries, or any entity owned or controlled by an Insider, is a party. (b) Each Material Company Contract was entered into in the ordinary course, is in full force and effect and, to the Company’s Knowledge, is valid and binding upon and enforceable against each of the parties thereto, except insofar as would permit 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. True, correct and complete copies of all Material Company Contracts (or written summaries in the case of oral Material Company Contracts) have been made available to Parent or Parent’s counsel. (c) Except as set forth in Schedule 2.19, neither the Company nor, to the best of the Company’s Knowledge, any other party thereto is in breach of or in default under, and no event has occurred which with notice or lapse of time or both would become a breach of or default under, any Material Company Contract, and no party to cancel or terminate any Material Company Contract has given any written notice of any claim of any such Pathlore Contractbreach, default or would permit any other party to seek material damages event, which, individually or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), are reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license or purchase of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any material agreement, contract or commitment, other than standard end-user license agreements and related maintenance and support agreements entered into in the ordinary course of business, currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any material agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, leases, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess a value of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor -19- 24 any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages reasonably be expected, either individually or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), to result in a Material Adverse Effect on Company.

Agreements, Contracts and Commitments. Neither Pathlore nor any Except for the Leases or the Units, all of its Subsidiaries iswhich are listed on Exhibit “A,” the Company has listed in Schedule 4.7 all leases, contracts, agreements and instruments to which it is a party as of the date hereofhereof (i) which is an employment agreement between the Company, on the one hand, and its officers and employees, on the other hand, (ii) which, upon Closing, will (either alone or upon the occurrence of any additional acts or events, including the passage of time) result in any material payment or benefit (whether of severance pay or otherwise) becoming due, or the acceleration or vesting of any right to any material payment or benefits, from Buyer or the Company to any officer, director, consultant or employee of the Company, (iii) which involves payment by or to the Company of more than US$250,000 or extends for a party term of six months or more, (iv) which expressly limits the ability of the Company to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time, in each case, if such limitation is or is bound by: reasonably likely to be material to the Company, (av) any employment or consulting which is a material joint venture agreement, joint operating agreement, partnership agreement or other similar contract or commitment agreement involving a sharing of profits and expenses with any officer one or director or higher level employee or member of the Pathlore Boardmore third Persons, other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30vi) days’ notice without liability or financial obligation to Pathlore; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; Agreement (cincluding any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan) or (vii) which is a limited liability operating agreement or equity holder rights agreement or which otherwise provides for the issuance of any agreement of indemnification or any guaranty other than any agreement of indemnification entered into securities in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets (the “Material Contracts”). The Company has not in breached, nor to the ordinary course of business Company’s or pursuant to which Pathlore has Seller’s Knowledge is there any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore claim or any of its Subsidiaries have continuing material obligations to jointly market any product, technology legal basis for a claim that the Company or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreementsMaterial Contract, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (except where any such agreementbreach, contract whether considered individually or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate), could not be reasonably expected to result in a Material Adverse Effect.

Agreements, Contracts and Commitments. Neither Pathlore Except as otherwise set forth ------------------------------------- in Part 2.14 of the Company Letter, neither Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit Company's or any of its subsidiaries' ability to terminate employees at will, or any consulting agreement; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification indemnification, any guaranty or any guaranty other than any agreement instrument evidencing indebtedness for borrowed money by way of indemnification entered into in the ordinary course direct loan, sale of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore debt securities, purchase money obligation, conditional sale, or any guaranty of the obligations of a Subsidiary of Pathloreotherwise; (d) any agreement, contract obligation or commitment containing any covenant limiting in any respect covenants purporting to limit or which effectively limit the right of Pathlore Company's or any of its Subsidiaries subsidiaries' freedom to engage compete in any line of business or to compete with in any person geographic area or which would so limit Company or Surviving Corporation or any of its subsidiaries after the Effective Time or granting any exclusive distribution or other exclusive rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealerlicensing, distributordistribution, joint marketing marketing, reseller, merchant services, advertising, sponsorship or development other similar agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessother than Ordinary Course Agreements; (g) any agreement, contract or commitment currently in force to license provide source code to any third party to manufacture for any product or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal;technology; or (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with currently in effect that is material to Company's business as presently conducted and proposed to be conducted entered into since the same party, (i) has in filing of Company's Quarterly Report on Form 10-Q for the 12 months preceding December Fiscal Quarter ending March 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 1999, or (ii) willany amendment or modification to any agreement, if fulfilled in accordance with its terms, contract or commitment required to be publicly filed by Company pursuant to the Exchange Act which has not been so filed as a result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) such amendment or revenue which will be booked by Pathlore in excess modification having been entered into subsequent to the filing of $500,000. such Form 10-Q. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Letter pursuant to clauses (a) through (h) above, pursuant to Section 2.9 hereof, or pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any Except for the FBC Documents and as otherwise set forth in Section 2.16 of its Subsidiaries isthe FBC Disclosure Schedules, as of the date hereof, hereof FBC is not a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or officer, director or higher level employee or member of the Pathlore Boardemployee, other than those that are terminable by Pathlore or any of its Subsidiaries FBC on no more than thirty (30) 30 days’ ' notice without liability or financial obligation to Pathloreobligation; (b) any agreement of indemnification outside the ordinary course of FBC's business or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementguaranty; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore or any of its Subsidiaries FBC to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ed) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount FBC of assets not in the ordinary course of business or pursuant to which Pathlore FBC has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)enterprise; or (le) any other agreement, contract or commitment that, either individually currently in effect that is expected to represent more than ten percent (10%) of FBC's revenue for the calendar year 2004 or taken together with all other contracts with the same party, (i) has that requires FBC to make payments of greater than $10,000 per year or more than $20,000 in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000aggregate. Neither Pathlore nor any of its SubsidiariesFBC, nor to Pathlore’s Knowledge FBC's knowledge any other party to a Pathlore Contractan FBC Contract (as defined below), is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries FBC has not received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries FBC is a party or by which it is bound that are required to be disclosed in the Pathlore FBC Disclosure Schedules pursuant to clauses (a) through (e) above (any such agreement, contract or commitment, a “Pathlore an "FBC Contract”) "). The FBC Contracts are in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or full force and effect and FBC has performed all of such breaches, violations or defaults, in the aggregate)material obligations required to be performed by it and is entitled to all accrued benefits under all FBC Contracts.

Agreements, Contracts and Commitments. Neither Pathlore (a) Except as would not be material to the HDD Business, neither Parent nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardBoard of Directors of Parent, other than those that are terminable by Pathlore Parent or any of its Subsidiaries on no more than thirty (30) days’ ' notice without liability Liability or financial Financial obligation to PathloreParent; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification indeminification or any guaranty other than any agreement of indemnification indeminification entered into in connection with the sale or license of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Parent or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Parent or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Parent has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s its Subsidiaries;; or (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;. (ib) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Parent nor any of its Subsidiaries, nor to Pathlore’s Knowledge the knowledge of Parent any other party to a Pathlore ContractParent Contract (as defined below), is in breach, violation or default under, and neither Pathlore Parent nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Parent or any of its Subsidiaries is a party or by which it Parent or any of its Subsidiaries is bound that are required to be disclosed in the Pathlore Parent Schedules pursuant to this Agreement (any such agreementagreements, contract contracts or commitment, a “Pathlore Contract”commitments are "Parent Contracts") in such a manner as would permit any other party to cancel or terminate any such Pathlore Parent Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, or all of them in the aggregate).

Agreements, Contracts and Commitments. (a) Neither Pathlore the Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore the Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation to Pathlorethe Company; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of hardware or software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore the Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore the Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore the Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesthe Company's subsidiaries; (fvi) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore the Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (gvii) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (viii) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company Product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany Products, services or technology, except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, other than accounts receivables and payables in the ordinary course of business; (ix) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lxi) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) that has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess a value of $50,000 300,000 or more in any individual case. (excluding payrollb) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore the Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge the Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore the Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore the Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed set forth in the Pathlore Schedules Company Disclosure Letter (any such agreement, contract or commitment, a “Pathlore "Company Contract”") in such a manner as would permit any ---------------- other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. (a) Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, is a party to or is bound by: (ai) any employment or consulting agreement, contract or commitment with any executive officer or director or higher level employee or member of the Pathlore BoardBoard of Directors of Company, other than those that are terminable by Pathlore Company or any of its Subsidiaries on no more than thirty (30) days’ ' notice without liability Liability or financial obligation to PathloreCompany; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (div) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ev) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s its Subsidiaries;; or (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;. (ib) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore Company nor any of its Subsidiaries, nor to Pathlore’s Knowledge the knowledge of Company any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries is a party or by which it Company or any of its Subsidiaries is bound that are required to be disclosed in the Pathlore Company Schedules pursuant to this Agreement (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other material remedies (for any or all of such breaches, violations or defaults, or all of them in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore Company nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardCompany's Board of Directors, other than those that are terminable by Pathlore Company or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ ' notice without liability or financial obligation to Pathlorethe Company; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in connection with the sale or license of software products or services in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlorebusiness; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany's subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to Company and its subsidiaries taken as a whole; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell or distribute any Pathlore ProductCompany products, service or technology except agreements with distributors or sales representatives representative in the ordinary normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to SumTotalParent; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (ij) any material settlement agreement entered into within three five (35) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Agreement; or (lk) any other agreement, contract or commitment that, either individually under which Company or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in a subsidiary is contractually obligated to make or entitled to receive payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000more individually. Neither Pathlore Company nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Company's knowledge any other party to a Pathlore ContractCompany Contract (as defined below), is in breach, violation or default under, and neither Pathlore Company nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore Company or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules Company Schedule (any such agreement, contract or commitment, a “Pathlore Contract”"COMPANY CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is, Except as set forth in Section 2.13 of the date hereofCompany Disclosure Letter, the Company does not have continuing obligations under, is not a party to or nor is it bound by: (ai) any collective bargaining agreements, (ii) any agreements or arrangements, except as required by law, that contain any severance pay or post-employment liabilities or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore Boardobligations, other than those that are terminable by Pathlore as contemplated herein or in the Employment Agreements (as defined below), (iii) any bonus, deferred compensation, pension, profit sharing or retirement plans, or any of its Subsidiaries on no more than thirty (30) days’ notice without liability other employee benefit plans or financial obligation to Pathlore;arrangements, except bs required by law and excluding any contracts or commitments with sales persons or distributors for commissions, (biv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;, except as provided herein, (cv) any fidelity or surety bond or completion bond, (vi) any lease of personal property having annual lease payments individually in excess of $100,000, (vii) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore;business, (dviii) any agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore or any of its Subsidiaries the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rights;person, (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hix) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, including guaranties referred to in clause (vii) hereof, (ix) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature;construction contracts, or (jxi) any licensedistribution, contract joint marketing or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into development agreement except in the ordinary course of business); (k) any licensebusiness consistent with past practices. The Company has not breached, contract violated or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of (i) any agreement, contract or commitment set forth in Section 2.13 of the agreementsCompany Disclosure Letter or (ii) any other material agreement, contracts contract or commitments commitment to which Pathlore or any of its Subsidiaries it is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore "Contract”"). Each Contract is in full force and effect and, except (i) as otherwise disclosed in such a manner Section 2.13 of the Company Disclosure Letter, and (ii) defaults which may be triggered by the Merger, as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, provided in the aggregate)contracts listed in the Company Disclosure Letter and provided by the Company to the Parent's representative, is not subject to any default thereunder of which the Company is aware by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Neither Pathlore OrCAD nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore BoardOrCAD's Board of Directors, other than those that are terminable by Pathlore OrCAD or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability or financial obligation obligation, except to Pathlorethe extent general principles of wrongful termination law may limit OrCAD's or any of its subsidiaries' ability to terminate employees at will; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than than: (i) any agreement of indemnification or guaranty entered into in the ordinary course of business, (ii) any agreement of indemnification entered into in connection with the sale or license of software products in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore business, (iii) any agreement of indemnification entered into in connection with services performed in the ordinary course of business, and (iv) any indemnification agreement between OrCAD or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloretheir respective officers, directors or employees; (d) any agreement, contract or commitment containing any covenant limiting in any material respect the right of Pathlore OrCAD or any of its Subsidiaries subsidiaries to engage in any line of business which is material to OrCAD and its subsidiaries taken as a whole or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore OrCAD or any of its Subsidiaries subsidiaries or subsequent parent or sister companies after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore OrCAD has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesenterprise; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore OrCAD or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) 90 days or less, or any material agreement pursuant to which Pathlore OrCAD or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore OrCAD or any of its Subsidiaries subsidiaries and which may not be canceled without penalty upon notice of ninety (90) 90 days or less; (g) any agreement, contract or commitment currently in force to provide source code to any third party for any product or technology that is material to OrCAD and its subsidiaries taken as a whole, except for (i) any agreement, contract or commitment pursuant to which source code is provided solely for maintenance purposes, and (ii) any source code escrow agreement entered into in the ordinary course of business that solely contains provisions relating to the release of source code if OrCAD and/or any of its subsidiaries ceases to do business or fails to provide appropriate maintenance; or (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product OrCAD product, service or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, technology except agreements with distributors or sales representatives as a distributor in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary normal course of business); . Each OrCAD Contract (kas defined below) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs in full force and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000effect. Neither Pathlore OrCAD nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge OrCAD's knowledge any other party to a Pathlore an OrCAD Contract, is in breach, violation or default under, and neither Pathlore OrCAD nor any of its Subsidiaries subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore OrCAD or any of its Subsidiaries subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore OrCAD Schedules pursuant to clauses (a) through (h) above or pursuant to Section 2.9 hereof (any such agreement, contract or commitment, a “Pathlore Contract”"ORCAD CONTRACT") in such a manner as would permit any other party to cancel or terminate any such Pathlore OrCAD Contract, or would permit any other party to seek material damages or other remedies damages, which would be reasonably likely to exceed $1 million (for any or all of such breaches, violations or defaults, in the aggregate).

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries is(a) Except as set forth on Company Schedule 2.16(a), as of the date hereofCompany does not have, is not a party to or nor is it bound by: (ai) any employment or consulting agreement, contract or commitment with any officer or director or higher level an employee or member of the Pathlore Boardindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to Pathloreorganization; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right rights plan or stock purchase plan, any of the benefits of which will be increasedincreased by, or the vesting of benefits of which will be acceleratedaccelerated by, by or which would require the consent of any party thereto as a result of, the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any agreement of indemnification fidelity or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore surety bond or any guaranty of the obligations of a Subsidiary of Pathlorecompletion bond; (div) any lease of personal property having a value in excess of USD $25,000 individually or USD $50,000 in the aggregate; (v) any agreement, contract or commitment containing relating to capital expenditures and involving future payments in excess of USD $25,000 individually or USD $50,000 in the aggregate; (vi) any covenant limiting agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of the Company's business; (vii) any licensing agreement or other contract with respect to Intellectual Property Rights; (viii) any joint venture, partnership, and other contract involving a sharing of profits, losses, costs, or liabilities by the right Company with any third party; (ix) any contract containing covenants that in any way purport to restrict the business activity of Pathlore the Company or any affiliate or limit the freedom of its Subsidiaries the Company or any affiliate of the Company to engage in any line of business or to compete with any person or granting any exclusive distribution rightsthird party; (ex) any agreement, power of attorney or other similar agreement or grant of agency; (xi) any contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not entered into other than in the ordinary course of business that contains or pursuant provides for an express undertaking by the Company to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesbe responsible for consequential damages; (fxii) any dealeroral or written warranty, distributorguaranty, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement similar undertaking with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract product or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (contractual performance sold or extended by the Company other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (lxiii) any other agreementamendment, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default undersupplement, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated modification (whether oral or defaulted under, any of the material terms or conditions written) in respect of any of the agreements, contracts foregoing. (b) All of the Contracts set forth or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed set forth on Company Schedule 2.16(a) ("Contracts") are valid, binding and enforceable in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the Pathlore Schedules (relief of debtors and other laws of general application effecting enforcement of creditors' rights generally, rules of law governing specific performance, injunctive relief or other equitable remedies, and limitations of public policy; and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. The Company has performed all material obligations required to be performed by it and is not in default in any material respect under or in breach in any material respect of nor in receipt of any claim of default or breach under any Contract set forth or required to be set forth on Company Schedule 2.16(a); no event has occurred which, with the passage of time or the giving of notice or both, would result in a default, breach or event of noncompliance by the Company in any material respect under any such agreementContract; the Company does not have any present expectation or intention of not fully performing on a timely basis all such obligations required to be performed by the Company under any Contract set forth or required to be set forth on Company Schedule 2.16(a); no partially-filled or unfilled material (c) Parent has been supplied with a true and correct copy of each of the written Contracts that are set forth on Company Schedule 2.16(a), contract or commitmenttogether with all amendments, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages waivers or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)changes thereto.

Agreements, Contracts and Commitments. Neither Pathlore Except as set forth in the Miami Subs Schedules, neither Miami Subs nor any of its Subsidiaries is, as of the date hereof, subsidiaries is a party to or is bound by: (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher level employee or member of the Pathlore Boardemployee, other than those that are not terminable by Pathlore Miami Subs or any of its Subsidiaries subsidiaries on no more than thirty (30) days’ days notice without liability liability, except to the extent general principles of wrongful termination law may limit Miami Subs's or financial obligation any of its subsidiaries' ability to Pathloreterminate employees at will; (bd) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ce) any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore other than indemnification agreements between Miami Subs or any guaranty of the obligations its subsidiaries and any of a Subsidiary of Pathloreits present or former officers or directors; (d▇) any ▇▇▇ agreement, contract or commitment containing any covenant limiting in any respect the right freedom of Pathlore Miami Subs or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rightsperson; (eg) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $100,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiariesenterprise; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (hi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (i) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) any license, contract joint marketing or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business)development agreement; (k) any license, contract or commitment pursuant to which Pathlore or distribution agreement (identifying any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of businessthat contain exclusivity provisions); or (l) any other agreement, contract or commitment that(excluding real and personal property leases) which involve payment by Miami Subs or any of its subsidiaries under any such agreement, either individually contract or taken together with all other contracts with the same party, (i) has commitment of $100,000 or more in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 aggregate and is not cancelable without penalty within thirty (excluding payroll30) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000days. Neither Pathlore Miami Subs nor any of its Subsidiariessubsidiaries, nor to Pathlore’s Knowledge Miami Subs's knowledge any other party to a Pathlore Contractany Miami Subs Contract (as defined below), is in breachhas breached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, breached violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries Miami Subs is a party or by which it is bound that are required to be disclosed of the type described in the Pathlore Schedules clauses (a) through (l) above (any such agreement, contract or commitment, a “Pathlore "Miami Subs Contract”") in such a manner as would permit any other party to cancel or terminate any such Pathlore Miami Subs Contract, or would permit any other party to seek material damages, which cancellation, termination or damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)would have a Material Adverse Effect on Miami Subs.

Agreements, Contracts and Commitments. Neither Pathlore nor any of its Subsidiaries isExcept as contemplated by this Agreement or as set forth on Schedule 4.15, as none of the date hereofSellers or Partners currently has, is a party to to, or is bound byby with respect to any Acquired Asset or any employee: (ai) any collective bargaining agreements; (ii) any agreements or arrangements with any employee that contain any severance pay or post-employment liabilities or obligations; (iii) any stock option, stock purchase, stock appreciation, bonus, deferred compensation, pension, severance, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (iv) any agreement, contract, or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise; (v) any employment or consulting agreement, contract or commitment agreement with any officer or director or higher level an employee or member of the Pathlore Board, other than those that are terminable by Pathlore individual consultant or any of its Subsidiaries on no more than thirty (30) days’ notice without liability salesperson or financial obligation to Pathloreconsulting or sales agreement; (bvi) any agreement (or plangroup of related agreements) for the lease of personal property to or from any person or entity (which, for purposes of this Section 4.15(vi) shall not include any license of any Commercial Software Right or any contract set forth in Schedule 4.14(f)); (vii) any agreement of indemnification or guaranty (other than as set forth in standard end-user license agreements entered into by the Sellers in the Ordinary Course of Business); (viii) any agreement entered otherwise than in the Ordinary Course of Business; (ix) any agreement for which completion of performance by the Seller party to such agreement (without giving effect to the transactions contemplated hereby) under the terms of such agreement would be reasonably likely to result in a Seller Material Adverse Effect; (x) any agreement (or group of related agreements) that could reasonably be expected to impair or encumber the Acquired Assets (including, without limitation, any stock option planrestrictions on the marketing, stock appreciation right plan or stock purchase planlicense, any and distribution of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementSoftware); (cxi) any agreement (or group of indemnification related agreements) relating to the purchase of materials or any guaranty other than any agreement capital expenditures for use in connection with the conduct of indemnification entered into the Sellers' businesses in France and involving future payments in excess of $15,000 in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathloreaggregate; (dxii) any agreement, contract agreement (or commitment containing any covenant limiting in any respect the right group of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (erelated agreements) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s Subsidiaries; (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety payment has already been received by the Sellers (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, whether in whole or in part, by Pathlore or ) but which requires the performance of services after the date hereof (including invoicing any customer on services not fully delivered and performed at the date of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lesssuch invoice); (gxiii) any agreement, contract agreement or commitment currently obligation pursuant to which any Seller is obligated to provide maintenance services for a period in force to license excess of one year from the date of such agreement or the date of any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives renewal thereof effected in the ordinary course Ordinary Course of business and substantially in the form previously provided to SumTotalBusiness; (hxiv) any agreement (including invoices) relating to the provision of maintenance or services outside the Ordinary Course of Business; (xv) any fidelity or surety bond or completion bond; (xvi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by the Sellers or extension of creditcredit to the Sellers under which any Seller or Partner has imposed any Lien on any of the Acquired Assets; (ixvii) any settlement agreement entered into within three (3) years prior to the date of this Agreement with respect to which Pathlore has contingent obligations of a material natureconcerning confidentiality; (jxviii) any licenseagreement between a Partner and any Seller; (xix) any construction contracts relating to the conduct of the businesses of the Sellers in France; (xx) any distribution, contract joint marketing, development, or commitment partnership or joint venture agreement; (xxi) any agreement pursuant to which any Person is authorized Seller has granted, or may grant in the future, to any party a source-code license or option or other right to use any Pathlore Intellectual Property (other than NDAs and nonor acquire source-exclusive end-user agreements entered into in the ordinary course of business); (k) any license, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)code; or (lxxii) any other agreement, contract contract, lease, or commitment thatlicense (or series of related agreements, either individually or taken together with all other contracts with the same partycontracts, (ileases, and licenses) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess that involves payment of $50,000 (excluding payroll) 10,000 or revenue booked by Pathlore more after the date hereof and relating to the conduct of the businesses of the Sellers in excess France. The Sellers or the Partners have delivered to the Buyer a correct and complete copy of $500,000 or (ii) will, if fulfilled each written agreement listed in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess Schedule 4.15. None of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries the Sellers has received written notice alleging that it has has, and to the Best Knowledge of the Sellers and the Partners, no Seller has, breached, violated violated, or defaulted under, under any of the material terms of or conditions of any of the agreementsagreement, contracts contract, or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are commitment required to be disclosed in the Pathlore Schedules set forth on Schedule 4.14(d), Schedule 4.14(e), Schedule 4.14(f), or Schedule 4.15 (any such agreement, contract contract, or commitment, a “Pathlore Contract”) "CONTRACT"). Each Contract is in such full force and effect and, to the Best Knowledge of the Sellers and the Partners or except as otherwise disclosed in Schedule 4.15, is not subject to any default thereunder by any party obligated to a manner as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)Seller pursuant thereto.

Agreements, Contracts and Commitments. Neither Pathlore the Company nor any of its Subsidiaries issubsidiaries has, as of the date hereof, nor is it a party to or nor is it bound by: (a) any collective bargaining agreements; (b) any bonus, deferred compensation, incentive compensation, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements; (c) any employment or consulting agreement, contract or commitment with any officer or director or higher director-level employee or member of the Pathlore Boardemployee, other than those that are not terminable by Pathlore or any of its Subsidiaries the Company on no more than thirty (30) days’ ' notice without liability or financial obligation liability, except to Pathlorethe extent general principles of wrongful termination law may limit the Company's ability to terminate employees at will; (bd) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification or any guaranty other than any agreement of indemnification entered into in the ordinary course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of Pathlore; (d) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (e) any agreement, contract or commitment currently in force relating to (excluding real and personal property leases) which involves payment by the disposition Company of $20,000 or acquisition more (excluding amounts which are already owing by Pathlore the Company or any of its Subsidiaries after such subsidiary at the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesCompany Balance Sheet); (f) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore the Company or its subsidiaries is restricted from selling, licensing, or otherwise distributing any of its Subsidiaries have continuing material obligations products to jointly market any productclass of customers, technology or service and which may not be canceled without penalty upon notice in any geographic area, during any period of ninety (90) days or lesstime, or in any material agreement pursuant to which Pathlore or any segment of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lessthe market; (g) any agreementagreement under which the Company is restricted from entering into any line of business, contract introducing any products, undertaking any activities, or commitment currently competing with any other person or entity in force to license any third party to manufacture line of business, in any geographic area, during any period of time, or reproduce in any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in segment of the ordinary course of business and substantially in the form previously provided to SumTotalmarket; (h) any mortgagesagreement under which the Company or its subsidiaries provides warranty for any of its products or services or pursuant to which the Company or its subsidiaries has any repair, indenturesreplacement, guaranteesservice, loans or credit agreements, security agreements similar warranty obligations for products or other agreements services previously sold by the Company or instruments relating to the borrowing of money or extension of credit;its subsidiaries; or (i) any settlement agreement entered into within three (3) years prior under which the Company or its subsidiaries is or may be obligated to the date of this Agreement with respect to which Pathlore has contingent obligations of a material nature; (j) remove any licenseproducts, contract or commitment pursuant to which any Person is authorized to use any Pathlore Intellectual Property (other than NDAs and non-exclusive end-user agreements entered into in the ordinary course of business); (k) any licenseradios, contract or commitment pursuant to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or (l) any other agreementcables, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has in the 12 months preceding December 31, 2004 resulted in payments being made by Pathlore in excess of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiaries, nor to Pathlore’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner as would permit any other party to cancel or terminate any such Pathlore Contractbase stations, or would permit any other party to seek material damages related equipment previously sold or other remedies (for any or all of such breaches, violations or defaults, in installed by the aggregate)Company.

Agreements, Contracts and Commitments. Neither Pathlore nor any (a) Section 2.14(a) of its Subsidiaries is, the Company Disclosure Schedule lists the following Company Contracts that are in effect as of the date hereofof this Agreement (each, a party to or is bound by:“Company Material Contract” and collectively, the “Company Material Contracts”): (ai) each Company Contract relating to any employment material bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or consulting agreementretirement plans, contract or commitment with any officer or director or higher level employee or member of the Pathlore Board, other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability other material employee benefit plans or financial obligation to Pathlorearrangements; (bii) each Company Contract requiring payments by the Company after the date of this Agreement in excess of $250,000 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 the Company Subsidiary on ninety (90) calendar days’ or less notice without Liability, except to the extent general principles of wrongful termination law may limit the Company’s, the Company Subsidiary’s or such successor’s ability to terminate employees at will; (iii) each Company Contract relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Contemplated Transactions (either alone or the value in conjunction with any other event, such as termination of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementemployment); (civ) each Company Contract relating to any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course Ordinary Course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of PathloreBusiness; (dv) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting in any respect the right freedom of Pathlore the Company, the Company Subsidiary or any of its Subsidiaries the Surviving Corporation to engage in any line of business or to compete with any person Person, or granting limiting the development, manufacture or distribution of the Company’s products or services (B) any exclusive distribution rightsmost-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision; (evi) any agreement, contract or commitment currently each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in force excess of $250,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition by Pathlore of material assets or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesEntity; (fviii) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations each Company Contract relating to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $250,000 or creating any material Encumbrances with respect to any assets of the Company or the Company Subsidiary or any loans or debt obligations with officers or directors of the Company; (iix) any settlement agreement entered into within three (3) years prior each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 pursuant to its express terms: (A) relating to any exclusive distribution agreement; (B) involving provision of material services or products with respect to any pre-clinical or clinical development activities of the Company; (C) involving any joint venture, collaboration, co-development or other similar arrangement currently in force under which Pathlore the Company or the Company Subsidiary has contingent continuing obligations to develop or commercialize any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or the Company Subsidiary; (D) providing for a license or other rights to the Company or the Company Subsidiary under any material third party Intellectual Property that is necessary for the development or manufacture of any product, service or technology of the Company; (E) providing for the Company or the Company Subsidiary granting a license or other rights under any material nature; Company IP Rights owned or purported to be owned by or exclusively licensed to the Company or the Company Subsidiary; or (jF) any license, contract or commitment pursuant to which any Person is authorized third party contributes to use the conception, development, reduction to practice of any Pathlore Intellectual Property material Company IP Rights owned or purported to be owned by the Company or the Company Subsidiary, in each case (other than NDAs and non-exclusive end-user agreements A) through (F), except for Company Contracts entered into in the ordinary course Ordinary Course of business)Business; (kx) each Company Contract with any licensePerson, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Contemplated Transactions; (xi) each Company Real Estate Lease; (xii) each Company Contract that is a material contract or commitment pursuant as defined in Item 601(b)(10) of Regulation S-K as promulgated under the Securities Act; (xiii) each Company Contract to which Pathlore the Company is a party or by which any Subsidiary of its assets and properties is authorized to use any Intellectual Property currently bound, which involves annual obligations of a third party (other than NDAs and commercially available shrink wrap agreements entered into payment by, or annual payments to, the Company in the ordinary course excess of business)$500,000; or (lxiv) any other Company Contract that is not terminable at will (with no penalty or payment) by the Company or the Company Subsidiary, as applicable, and (A) which involves payment or receipt by the Company or the Company Subsidiary after the date of this Agreement under any such agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has of more than $500,000 in the 12 months preceding December 31aggregate, 2004 resulted in payments being made by Pathlore in excess or obligations after the date of $50,000 (excluding payroll) or revenue booked by Pathlore this Agreement in excess of $500,000 in the aggregate or (iiB) willthat is material to the business or operations of the Company and the Company Subsidiary, if fulfilled taken as a whole. (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 accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000written form. Neither Pathlore the Company nor any of its Subsidiariesthe Company Subsidiary has, nor to Pathlorethe Company’s Knowledge Knowledge, as of the date of this Agreement has any other party to a Pathlore Company Material Contract, is in breachbreached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Company Material Contract in such a manner as would permit any other party to cancel or terminate any such Pathlore 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 the Company Subsidiary, as of the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material damages amount paid or payable to the Company under any Company Material Contract or any other remedies (for material term or provision of any or all of such breaches, violations or defaults, in the aggregate)Company Material Contract.

Agreements, Contracts and Commitments. Neither Pathlore nor any (a) Section 3.13(a) of its Subsidiaries is, the Company Disclosure Schedule lists the following Company Contracts in effect as of the date hereofof this Agreement (each, a party to or is bound by:“Company Material Contract” and collectively, the “Company Material Contracts”): (ai) each Company Contract relating to any employment material bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or consulting agreementretirement plans, contract or commitment with any officer or director or higher level employee or member of the Pathlore Board, other than those that are terminable by Pathlore or any of its Subsidiaries on no more than thirty (30) days’ notice without liability other employee benefit plans or financial obligation to Pathlorearrangements; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any each Company Contract requiring payments by the Company after the date of this Agreement in excess of $75,000 relating to the benefits of which will be increasedemployment of, or the vesting performance of benefits of which will be acceleratedemployment-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 occurrence Company on ninety (90) calendar days’ or less notice without liability, except to the extent general principles of any of wrongful termination Law may limit the transactions contemplated by this Agreement Company’s, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementsuch successor’s ability to terminate employees at will; (ciii) each Company Contract relating to any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course Ordinary Course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of PathloreBusiness; (div) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting in any respect the right freedom of Pathlore the Company or any of its Subsidiaries the Surviving Company to engage in any line of business or to compete with any person Person, or granting limiting the development, manufacture, or distribution of the Company’s products or services (B) any exclusive distribution rightsmost-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision except for Company Contracts with Persons that are employees or independent contractors; (ev) each Company Contract (A) pursuant to which any agreementPerson granted the Company an exclusive license under any Intellectual Property, contract or commitment currently (B) pursuant to which the Company granted any Person an exclusive license under any Company IP Rights; (vi) each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in force excess of $100,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition by Pathlore of material assets or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesEntity; (fviii) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations each Company Contract relating to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $50,000 or creating any material Encumbrances with respect to any assets of the Company or any loans or debt obligations with officers or directors of the Company; (iix) any settlement agreement entered into within three (3) years prior each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $50,000 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 which Pathlore has contingent obligations any pre-clinical or clinical development activities of a material nature; the Company, (jC) any licensedealer, contract distributor, joint marketing, alliance, joint venture, cooperation, development or commitment other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Person is authorized to use any Pathlore Intellectual Property that will not be owned, in whole or in part, by the Company or (other than NDAs and non-exclusive end-user agreements D) any Contract to license any 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 Contract to sell, distribute or commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the ordinary course Ordinary Course of business)Business; (kx) each Company Contract with any licensePerson, contract including any financial advisor, broker, finder, investment banker or commitment pursuant other Person, providing advisory services to the Company in connection with the Contemplated Transactions; (xi) each Company Contract with a Governmental Authority; (xii) each Company Contract to which Pathlore the Company is a party or by which any Subsidiary of its assets and properties is authorized to use any Intellectual Property currently bound, which involves annual obligations of payment by, or annual payments to, the Company in excess of $50,000; (xiii) a third party (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)Company Real Estate Lease; or (lxiv) any other Company Contract that is not terminable at will (with no penalty or payment) by the Company, and (A) which involves payment or receipt by the Company after the date of this Agreement under any such agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has of more than $25,000 in the 12 months preceding December 31aggregate, 2004 resulted in payments being made by Pathlore or obligations after the date of this Agreement in excess of $50,000 (excluding payroll) or revenue booked by Pathlore 25,000 in excess of $500,000 the aggregate or (iiB) willthat is material to the business or operations of the Company taken as a whole. (b) The Company has delivered or made available to Parent accurate and complete copies of all Company Material Contracts, if fulfilled including all amendments thereto. There are no Company Material Contracts that are not in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 in excess of $250,000 (excluding payroll) or revenue which will be booked by Pathlore in excess of $500,000written form. Neither Pathlore nor any of its SubsidiariesThe Company has not, nor to Pathlorethe Company’s Knowledge Knowledge, as of the date of this Agreement has any other party to a Pathlore Company Material Contract, is in breachbreached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Company Material Contract in such a manner as would permit any other party to cancel or terminate any such Pathlore 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 the date of this Agreement, each Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material damages amount paid or payable to the Company under any Company Material Contract or any other remedies (for material term or provision of any Company Material Contract, and no Person has indicated in writing to the Company that it desires to renegotiate, modify, not renew or all of such breaches, violations or defaults, in the aggregate)cancel any Company Material Contract.

Agreements, Contracts and Commitments. Neither Pathlore nor any (a) Section 2.13(a) of its Subsidiaries is, the Company Disclosure Schedule lists the following Company Contracts in effect as of the date hereofof this Agreement (each, a party to or is bound by:“Company Material Contract” and collectively, the “Company Material Contracts”): (ai) each Company Contract relating to any material bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (ii) each Company Contract requiring payments by the Company after the date of this Agreement in excess of $150,000 per year 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 agreementor independent contractor services, contract or commitment with any officer or director or higher level employee or member of the Pathlore Board, other than those that are not terminable by Pathlore the Company or any of its Subsidiaries on no more than thirty (30) 90 calendar days’ or less notice without liability liability, except to the extent general principles of wrongful termination law may limit the Company’s, its Subsidiaries’ or financial obligation such successor’s ability to Pathloreterminate employees at will; (biii) each Company Contract relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement Contemplated Transactions (either alone or in conjunction with any other event, such as termination of employment), or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementContemplated Transactions; (civ) each Company Contract relating to any agreement of indemnification or any guaranty other than any agreement of indemnification not entered into in the ordinary course Ordinary Course of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore or any guaranty of the obligations of a Subsidiary of PathloreBusiness; (dv) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting in any respect the right freedom of Pathlore or any of the Company, its Subsidiaries or the Surviving Corporation to engage in any line of business or to compete with any person Person, (B) any most-favored pricing arrangement, (C) any exclusivity provision, or granting (D) any exclusive distribution rightsnon-solicitation provision; (evi) any agreement, contract or commitment currently each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in force excess of $250,000 pursuant to its express terms and not cancelable without penalty; (vii) each Company Contract relating to the disposition or acquisition by Pathlore of material assets or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Pathlore has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than Pathlore’s SubsidiariesEntity; (fviii) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore or any of its Subsidiaries have continuing material obligations each Company Contract relating to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any material agreement pursuant to which Pathlore or any of its Subsidiaries have continuing material obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Pathlore or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or less; (g) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product or any agreement, contract or commitment currently in force to sell or distribute any Pathlore Product, except agreements with distributors or sales representatives in the ordinary course of business and substantially in the form previously provided to SumTotal; (h) any mortgages, indentures, guaranteesloans, loans notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $250,000 or creating any material Encumbrances with respect to any assets of the Company or any of its Subsidiaries or any loans or debt obligations with officers or directors of the Company; (iix) any settlement agreement entered into within three (3) years prior each Company Contract requiring payment by or to the Company after the date of this Agreement in excess of $250,000 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 which Pathlore has contingent obligations any pre-clinical or clinical development activities of a material nature; the Company; (jC) any licensedealer, contract distributor, joint marketing, alliance, joint venture, cooperation, development or commitment other agreement currently in force under which the Company has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company has continuing obligations to develop any Person is authorized to use any Pathlore Intellectual Property that will not be owned, in whole or in part, by the Company; or (other than NDAs and non-exclusive end-user agreements D) any Contract to license any third party to manufacture or produce any product, service or technology of the Company or any Contract to sell, distribute or commercialize any products or service of the Company, in each case, except for Company Contracts entered into in the ordinary course Ordinary Course of business)Business; (kx) each Company Contract with any licensePerson, contract including any financial advisor, broker, finder, investment banker or commitment pursuant other Person, providing advisory services to which Pathlore or any Subsidiary is authorized to use any Intellectual Property of a third party the Company in connection with the Contemplated Transactions; (other than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business)xi) each Company Real Estate Lease; or (lxii) any other Company Contract that is not terminable at will (with no penalty or payment) by the Company or its Subsidiaries, as applicable, and (A) which involves payment or receipt by the Company or its Subsidiaries after the date of this Agreement under any such agreement, contract or commitment that, either individually or taken together with all other contracts with the same party, (i) has of more than $250,000 in the 12 months preceding December 31aggregate, 2004 resulted in payments being made by Pathlore in excess or obligations after the date of $50,000 (excluding payroll) or revenue booked by Pathlore in excess of $500,000 or (ii) will, if fulfilled in accordance with its terms, result in payments being made by Pathlore after December 31, 2004 this Agreement in excess of $250,000 in the aggregate, or (excluding payrollB) that is material to the business or revenue which will be booked by Pathlore operations of the Company and its Subsidiaries, taken as a whole. (b) The Company has delivered or made available to Nautilus accurate and complete copies of all Company Material Contracts, including all amendments thereto. Except as set forth in excess Section 2.13(b) of $500,000the Company Disclosure Schedule, there are no Company Material Contracts that are not in written form. Neither Pathlore the Company nor any of its SubsidiariesSubsidiaries has, nor to Pathlorethe Company’s Knowledge Knowledge, as of the date of this Agreement has any other party to a Pathlore Company Material Contract, is in breachbreached, violation violated or default defaulted under, and neither Pathlore nor any of its Subsidiaries has or received written notice that it has breached, violated or defaulted under, any of the material terms or conditions of any of the agreements, contracts or commitments to which Pathlore or any of its Subsidiaries is a party or by which it is bound that are required to be disclosed in the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) Company Material Contract in such a manner as would permit any other party to cancel or terminate any such Pathlore 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 Company Material Contract is valid, binding, enforceable and in full force and effect, subject to the Enforceability Exceptions. No Person is renegotiating, or has a right pursuant to the terms of any Company Material Contract to change, any material damages amount paid or payable to the Company under any Company Material Contract or any other remedies (for material term or provision of any or all of such breaches, violations or defaults, in the aggregate)Company Material Contract.

Agreements, Contracts and Commitments. Neither Pathlore nor any Except as set forth in Section 4.18 of its Subsidiaries isthe Company Schedule, as of the date hereofof this Agreement, neither Company nor any of its subsidiaries is a party to or is bound by: (a) any employment or consulting agreement, contract Contract or commitment with any officer or officer, director or higher level employee of Company or member any of the Pathlore Boardits subsidiaries (whether on a full-time, part-time or other basis), other than those that are terminable by Pathlore Company or any of its Subsidiaries on no more than thirty (30) days’ notice subsidiaries at will without liability or financial obligation to PathloreCompany (other than the obligation to pay accrued but unpaid salary and earned but unpaid leave following an employee’s termination of employment); (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, indemnification by the occurrence of any of the transactions contemplated by this Agreement Company or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any agreement of indemnification its subsidiaries or any power of attorney or guaranty other than any agreement of indemnification entered into in connection with the ordinary course sale of business that would not reasonably be expected to have a Material Adverse Effect on Pathlore products or any guaranty license of technology in the obligations Ordinary Course of a Subsidiary of PathloreBusiness; (dc) any agreement, contract or commitment containing any covenant limiting in any respect the right of Pathlore Company or any of its Subsidiaries subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (ed) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Pathlore Company or any of its Subsidiaries subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course Ordinary Course of business Business or pursuant to which Pathlore Company or any of its subsidiaries has any material ownership interest in any corporation, partnership, joint venture or other business enterprise other than PathloreCompany’s Subsidiariessubsidiaries; (fe) any dealer, distributor, joint marketing or development agreement currently in force under which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or lessservice, or any material agreement pursuant to which Pathlore Company or any of its Subsidiaries subsidiaries have continuing material obligations to jointly develop any Intellectual Property intellectual property that will not be owned, in whole or in part, by Pathlore Company or any of its Subsidiaries and which may not be canceled without penalty upon notice of ninety (90) days or lesssubsidiaries; (gf) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any Pathlore Product Company product, service or technology or any agreement, contract or commitment currently in force to sell resell or re-distribute any Pathlore ProductCompany products, except agreements with distributors service or sales representatives technology; (g) any agreement relating to the licensing of source code, other than the licensing of sample source code as such term is used in the ordinary course of business and substantially in the form previously provided to SumTotalCompany’s user licensing agreements; (h) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by Company or any of its subsidiaries or extension of creditcredit (other than customer accounts receivable owing to Company or any of its subsidiaries in the Ordinary Course of Business and payable or dischargeable in accordance with customary trade terms); (i) any settlement agreement entered into within three (3or group of related agreements) years prior for the lease of personal property to the date or from any person that involves aggregate annual payments of this Agreement with respect to which Pathlore has contingent obligations of a material naturemore than $10,000; (j) any licenseagreement (or group of related agreements) for the purchase or sale of raw materials, contract commodities, supplies, products, or commitment pursuant to other personal property, or for the furnishing or receipt of services, the performance of which any Person is authorized to use any Pathlore Intellectual Property (other will extend over a period of more than NDAs and non-exclusive end-user agreements entered into one year or involve consideration in the ordinary course excess of business)$25,000; (k) any licenseagreement for the purchase of supplies, contract components, products or commitment pursuant to which Pathlore services from single source suppliers, custom manufacturers or any Subsidiary is authorized to use any Intellectual Property subcontractors that involves aggregate annual payments of a third party (other more than NDAs and commercially available shrink wrap agreements entered into in the ordinary course of business); or$25,000; (l) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money or any capitalized lease obligation in or under which a security interest has been imposed on any of its assets, tangible or intangible; (m) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees; (n) any agreement under which the consequences of a default or termination could have a Material Adverse Effect; (o) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other agreementsimilar arrangements; (p) any agreement pursuant to which Company is obligated to provide maintenance, contract support or commitment thattraining for its products, either individually or taken together with all other contracts with the same party, (i) has than in the 12 months preceding December 31, 2004 resulted Ordinary Course of Business; (q) any agreement obligating the Company or any of its subsidiaries to deliver future product enhancements other than in payments being made by Pathlore the Ordinary Course of Business or containing a “most favored nation” pricing clause; (r) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $50,000 25,000 or which is expected to continue for more than one (excluding payroll1) year from the date hereof, other than agreements relating to the sale and licensing of Company’s products, services or revenue booked by Pathlore technology, and licenses to use third party software entered into in excess the Ordinary Course of $500,000 Business. Company has delivered or made available to Parent a correct and complete copy of each written agreement required to be listed in Section 4.18 of the Company Schedule and a written summary setting forth the terms and conditions of each oral agreement required to be listed in Section 4.18 of the Company Schedule. With respect to each such agreement, and with such other exceptions as would not have, individually or in the aggregate, a Company Material Adverse Effect: (iiA) willthe agreement is legal, if fulfilled valid, binding, enforceable, and in accordance full force and effect in all respects with its termsregard to Company; (B) neither Company nor, result to Company’s Knowledge, any other party is in payments being made by Pathlore after December 31breach or default, 2004 in excess and no event has occurred, which with notice or lapse of $250,000 time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (excluding payrollC) or revenue which will be booked by Pathlore in excess of $500,000. Neither Pathlore nor any of its Subsidiariesneither Company nor, nor to PathloreCompany’s Knowledge any other party to a Pathlore Contract, is in breach, violation or default under, and neither Pathlore nor the agreement has repudiated any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any provision of the material terms agreement; (D) there are no disputes or conditions of forbearance programs in effect; (E) the Company does not have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms; (F) the validity, effectiveness and continuation will not be materially adversely affected by the Merger and the transactions contemplated by this Agreement; and (G) no party has any defense, set off or counterclaim or has exercised any option granted to it to cancel, terminate or shorten the term. Section 4.18 of the agreementsCompany Schedule contains a true, contracts complete and correct list of each bid or commitments to which Pathlore proposal (or any series of its Subsidiaries is a party related bids or proposals) currently being considered, promoted or negotiated by which it is bound that are the Company which, if accepted, would be required to be disclosed listed in Section 4.18 of the Pathlore Schedules (any such agreement, contract or commitment, a “Pathlore Contract”) in such a manner Company Schedule if effective as would permit any other party to cancel or terminate any such Pathlore Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the aggregate)date hereof.