Common use of Agreements, Contracts and Commitments Clause in Contracts

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the Company Disclosure Schedule, Company is not a party to or 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 level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (c) 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; (d) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (j) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 3.12 of the Company Disclosure Schedule, the Company does not have continuing obligations under, is not a party to or nor is it bound by: (a) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, other than as contemplated herein or in the Employment Agreements (as defined below); (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (ce) 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; (df) any fidelity or surety bond; (g) any lease of personal property having annual lease payments individually in excess of $25,000; (h) any agreement of indemnification or guaranty not entered into other than in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (ei) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gj) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition of material assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (il) any purchase order or contract for the purchase of raw materials involving $25,000 or more; (m) any construction contracts; (n) any agreement, contract or commitment, including distribution or agency or sales representative agreements, with any party which, during the last two fiscal years of the Company, accounted for, or is expected to account during the Company's current fiscal year, for more than 5% of the Company's revenue or trade payables; (o) any agreement for the granting of any distribution right by the Company to any other party; or (p) any mortgages, indentures, 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 (jviii) hereof in an individual amount in excess of $25,000. The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of (i) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment set forth in Schedule 3.12 of the Company Disclosure Schedule, or (excluding real and personal property leasesii) any other material agreement, contract or commitment to which involve an annual payment it is a party or by Company under which it is bound (any such agreement, contract or commitment commitment, a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 3.12 of $50,000 or more in the aggregate and Company Disclosure Schedule, is not cancelable subject to any default thereunder of which the Company is aware by any party obligated to the Company pursuant thereto, other than late payments, nonpayment. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the transactions contemplated by this Agreement, other than any consent required by Section 3.24, or as are required or advisable in order to remain in effect without penalty within thirty (30) daysmodification after the transactions contemplated by this Agreement. Each Contract requiring any consent, waiver or third-party approval as a result of the transaction contemplated by this Agreement is disclosed in Schedule 3.12 of the Company Disclosure Schedule. Neither the execution of this Agreement nor consummation of the transactions contemplated hereby will cause any default or breach under any Contract, including without limitation any key man clause in any Contract, or the acceleration of any payment obligation of the Company.

Agreements, Contracts and Commitments. (a) Except as set forth described in ------------------------------------- Disclosure Schedule Section 2.17 of 2.14, the Company Disclosure Scheduledoes not have continuing obligations under, Company is not a party to or nor is it bound by: (ai) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (b) any material employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cii) any agreement or plan, including, without limitation, including 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; (diii) any agreement lease of indemnification or guaranty not entered into personal property having annual lease payments individually in the ordinary course excess of business, including any indemnification agreements between Company and any of its officers or directors$50,000; (eiv) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of its current business or to compete with any personPerson; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gv) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments individually or in the aggregate in excess of $50,000 and not cancelable without penalty50,000; (hvi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of material assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (ivii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (jviii) any purchase order or contract for the purchase of raw materials involving $50,000 or more; (ix) any material distribution, joint marketing or development agreement; (kx) any distribution agreement (identifying agreement, contract, commitment or loan to or with any that contain exclusivity provisions)of the Company's shareholders, officers, directors, Affiliates, Associates, employees or any Person who is an Affiliate or Associate of any such shareholder, officer or director; or (lxi) any other agreement, contract or commitment (excluding real and personal property leases1) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 or more (payable or receivable) or (2) which cannot be cancelled by the Company without penalty upon not less than 30 days' written notice or (3) which is material to the business, financial condition, assets, properties, Liabilities, results of operations or prospects of the Company. (b) Accurate and complete copies (together with all ancillary documents thereto, including any amendments, consents for alterations and documents regarding variations) of the items set forth in Disclosure Schedule Section 2.14 in response to Section 2.14(a) (collectively, the "COMMITMENTS") have been delivered to the Purchaser. Except as set forth in Disclosure Schedule Section 2.14, with respect to each Commitment: (i) each is a valid and binding obligation of the parties thereto (except as the enforceability thereof may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and to rules of law governing specific performance, injunctive relief or other equitable remedies) and in full force and effect, (ii) the Company is not in material default in the aggregate performance of any of its obligations thereunder or in the payment of any principal of or interest on any indebtedness for borrowed money, (iii) to the knowledge of either the Selling Shareholder or the Company, no material default has occurred which (whether with or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute an event of default thereunder or a breach thereunder, (iv) upon consummation of the transactions contemplated by this Agreement and is not cancelable the Related Agreements, without providing notice to or obtaining approval, consent or waiver from any Person, each will continue in full force and effect without material penalty within thirty or other material adverse consequence and shall be unaffected by such transactions, and (30v) daysno Commitment has been materially amended or otherwise affected by any writing signed by the parties thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 2.14 of the Company Disclosure Schedule, the Company is not a party to or to, nor is it bound by:by any of the following (each, a "MATERIAL CONTRACT"): (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 an employee or director level employeeindividual consultant or salesperson, not terminable by Company on thirty (30) days notice without liabilityor consulting or sales agreement, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract, or commitment with a firm or other organization; (cb) 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 Contemplated Transactions 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; (c) any fidelity or surety bond or completion bond; (d) any agreement lease of indemnification personal or guaranty not entered into movable property having a value in excess of $50,000 individually or $100,000 in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsaggregate; (e) any agreement, contract agreement of indemnification or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any personguaranty; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penaltyindividually or $100,000 in the aggregate; (hg) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (ih) any mortgages, hypothecations, 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 purchase order or contract for the purchase of materials involving in excess of $50,000 individually or $100,000 in the aggregate; (j) any agreement containing covenants or other obligations granting any person exclusive rights, "most favored nations" or similar terms or binding the Company to a covenant not to compete or restricting any operation of its business or containing any similar terms; (k) any dealer, distribution, joint marketing or development agreement; (kl) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution agreement of the products, technology or services of the Company; (identifying m) any that contain exclusivity provisions)IP Agreements; or (ln) any other agreement, contract or commitment that (excluding real and personal property leasesi) which involve an annual payment by involves the 5 largest customers of the Company under any such agreementduring the current fiscal year to date, contract or commitment of (ii) involves $50,000 individually or more $100,000 in the aggregate and is not cancelable without penalty within thirty (30) days. Except as set forth in Section 2.14 of the Company Disclosure Schedule, the consummation of the Contemplated Transactions will not violate nor result in the breach, modification, cancellation, termination or suspension of any of the agreements referenced in this Section 2.14, entitle the other party -41- or parties to such agreements to terminate such agreements or require the payment of any additional amounts or consideration other than amounts which Company would otherwise be required to pay.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of the Company Disclosure Scheduleon SCHEDULE 3.12(a), Company Parent does not have, is not a party to or and is not 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees excluding "at will;" employee relationships) with an employee or individual consultant or salesperson or any consulting or sales agreement, contract or commitment under which any firm or other organization provides services to Parent, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $50,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment containing any covenant limiting the freedom of Company Parent to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;50,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;Parent's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract for the purchase of raw materials involving $50,000 or more, (xiv) any construction contracts, (xv) any distribution, joint marketing or development agreement;, (kxvi) any distribution agreement (identifying pursuant to which Parent has granted or may grant in the future, to any that contain exclusivity provisions); party, a source-code license or option or other right to use or acquire source-code, or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in SCHEDULE 3.12(b), Parent has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any End-User License or any agreement, contract or commitment required to be set forth on SCHEDULE 3.12(a) or SCHEDULE 3.12(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in SCHEDULE 3.12(b), is not subject to any material default thereunder, of which Parent has knowledge, by any party obligated to a Parent pursuant thereto. Following the Effective Time, Parent will be permitted to exercise all of such Parent's rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Parent would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. (a) Except as contemplated by this Agreement or as set forth in Section 2.17 Schedule 3.15(a) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is not a party to or bound byby any of the following, which are subsisting or outstanding or in respect of which the Company or any of the Company Subsidiaries has any current or potential future Liability: (ai) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangementsContract that was entered into outside the Ordinary Course of Business; (bii) any employment or consulting collective bargaining agreement, contract or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (ciii) any agreement Contract that contains any redundancy or severance pay or creates post-employment Liabilities; (iv) any Contract 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; (dv) any agreement fidelity or surety bond or completion bond; (vi) any Contract or group of related Contracts for the lease of personal property having a value in excess of $5,000 individually or $25,000 in the aggregate; (vii) any lease of real property; (viii) any Contract of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguarantee; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract Contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty5,000; (hx) any agreement, contract Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseenterprise outside the Ordinary Course of Business; (ixi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements agreements, or other agreements or instruments relating to the borrowing of money or money, extension of credit, or creation of Indebtedness; (jxii) any joint marketing purchase order or development agreementContract for the purchase of materials involving payments in excess of $10,000 individually or $50,000 in the aggregate; (kxiii) any construction Contracts; (xiv) any partnership, dealer, distribution, agency, joint marketing, joint venture, strategic alliance, affiliate, development Contract or similar Contract or any Contract which is or contains a power of attorney given by the Company or any of the Company Subsidiaries; (xv) any Contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or Entity in which the Company directly or indirectly holds any interest; (xvi) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other Contract for manufacturing, use or distribution of the products, technology, or services of the Company or any of the Company Subsidiaries; (xvii) any nondisclosure, confidentiality, or similar Contract, other than those entered into with any actual or prospective customer, distributor, or vendor in the Ordinary Course of Business; (xviii) any Contracts terminable by the counterparty thereto upon an assignment or change in control of the Company or any of the Company Subsidiaries or requiring notification to counterparties in the event of assignment or change in control of the Company or any of the Company Subsidiaries; (xix) any Contract pursuant to which any exclusive licenses or rights (including, without limitation, covenants not to ▇▇▇ or non-assertion provisions) in or to the Company Intellectual Property are granted by the Company or any of the Company Subsidiaries; (xx) any Contract pursuant to which any exclusive licenses or rights to Intellectual Property Rights are granted to the Company or any of the Company Subsidiaries; (xxi) other than nondisclosure and confidentiality Contracts entered into in the Ordinary Course of Business and containing standard terms and conditions, all licenses, sublicenses and other Contracts to which the Company or any of the Company Subsidiaries is a party and pursuant to which the Company or any of its Subsidiaries acquired or is authorized to use any Technology or Intellectual Property Rights of a third party, other than Open Source Materials (and excluding non exclusive licenses to Intellectual Property Rights owned by third parties granted to the Company or any of the Company Subsidiaries in the Ordinary Course of Business, where the license is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than such license, such as a sales or marketing Contract that includes an incidental license to use the third party’s Trademarks in advertising and selling the third party’s products or otherwise performing under such Contract); (xxii) any Contract, other than with employees of the Company or any of the Company Subsidiaries, providing for the development of any Company Product or other Technology, independently or jointly, by or for the Company and the Company Subsidiaries; (xxiii) any Contract limiting in any respect the right of the Company or any of the Company Subsidiaries to engage or participate, or compete with any Person, in any line of business, market or geographic area, or to make use of any Intellectual Property, or any Contract granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal, rights of first negotiation or similar rights or terms to any person, or any Contract otherwise limiting the right of the Company or any of the Company Subsidiaries to sell, distribute or manufacture any Company Product or to purchase or otherwise obtain any software, components, parts or services; (xxiv) any Contract with any Governmental Entity; (xxv) any agreement or arrangement to which the following provisions of the Companies Act apply: section 317, section 320, and/or section 330; (identifying xxvi) any that contain exclusivity provisions)settlement or litigation “standstill” agreement; or (lxxvii) any other agreement, contract Contract or commitment not otherwise disclosed in Schedule 3.15(a) of the Company Disclosure Schedule that involves payments in excess of $5,000 individually or $25,000 in the aggregate; (excluding real b) True and personal property leasescomplete copies of each Contract set forth (or required to be set forth) which involve an annual payment by in Schedule 3.15 of the Company under Disclosure Schedule, each a “Material Contract” and collectively, the “Material Contracts”) have been delivered or made available to Parent. Each Material Contract is a valid and binding agreement of the Company or a Company Subsidiary, as applicable, is enforceable against the Company or a Company Subsidiary and each other party thereto in accordance with its terms, and is in full force and effect with respect to the Company or the Company Subsidiary. The Company and each of the Company Subsidiaries, as applicable, are in compliance with and have not breached, violated, or defaulted under, or received written notice or notice via electronic mail that it has breached, violated, or defaulted under, any of the terms or conditions of any such agreementMaterial Contract. No party obligated to the Company or a Company Subsidiary pursuant to any such Material Contract has breached, contract violated, or commitment defaulted under such Material Contract, or taken any action or failed to act, such that, with the lapse of $50,000 time, giving of notice or more in both, such action or failure to act would constitute such a breach, violation, or default under such Material Contract by any such party. (c) Schedule 3.15(c) of the aggregate and is not cancelable without penalty within thirty (30) daysCompany Disclosure Schedule includes a list of any Contracts that contain uncapped indemnification obligations for any current or potential future Liability of the Company or any of the Company Subsidiaries.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 3.12 of the Company Disclosure Schedule, the Company does not have continuing obligations under, is not a party to or nor is it bound by: (a) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, other than as contemplated herein or in the Employment Agreements; (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (ce) 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; (df) any fidelity or surety bond; (g) any lease of personal property having annual lease payments individually in excess of $25,000; (h) any agreement of indemnification or guaranty not entered into other than in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (ei) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gj) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition of material assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (il) any purchase order or contract for the purchase of raw materials involving $25,000 or more; (m) any construction contracts; (n) any agreement, contract or commitment, including distribution or agency or sales representative agreements, with any party which, during the last two fiscal years of the Company, accounted for, or is expected to account during the Company’s current fiscal year, for more than 5% of the Company’s revenue or trade payables; (o) any agreement for the granting of any distribution right by the Company to any other party; or (p) any mortgages, indentures, 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 (jviii) hereof in an individual amount in excess of $25,000. The Company has not breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the material terms or conditions of (i) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment set forth in Schedule 3.12 of the Company Disclosure Schedule, or (excluding real and personal property leasesii) any other material agreement, contract or commitment to which involve an annual payment it is a party or by Company under which it is bound (any such agreement, contract or commitment commitment, a “Contract”). Each Contract is in full force and effect, and, except as otherwise disclosed in Schedule 3.12 of $50,000 or more in the aggregate and Company Disclosure Schedule, is not cancelable subject to any default thereunder of which the Company is aware by any party obligated to the Company pursuant thereto, other than late payments, nonpayment. Each Contract requiring any consent, waiver or third-party approval as a result of the transaction contemplated by this Agreement is disclosed in Schedule 3.12 of the Company Disclosure Schedule. Neither the execution of this Agreement nor consummation of the transactions contemplated hereby will cause any default or breach under any Contract, including without penalty within thirty (30) dayslimitation any key man clause in any Contract, or the acceleration of any payment obligation of the Company.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on Schedule 2.12(a), the Company Disclosure Scheduledoes not have, Company 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement with an employee or individual consultant or salesperson, or consulting or sales agreement, contract under which a firm or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides services to the extent general principles Company, and which, in each case, involves payments by or to the Company in excess of wrongful termination may limit Company’s ability to terminate employees at will;$15,000 annually, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $15,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;15,000, (hxi) any agreement, contract or commitment currently in force agreement relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any construction contracts, (xiv) any distribution, joint marketing or development agreement;, (kxv) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions); party a source-code license or option or other right to use or acquire source-code, or (lxvi) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual agreement that involves payment by the Company under any such agreement, contract or commitment of $50,000 15,000 or more in the aggregate and or which is not cancelable without penalty within thirty (30) days. Except for such alleged material breaches, violations and defaults, and events that would constitute a material breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(a), the Company has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.11(b) or Schedule 2.12(a). Each agreement, contract or commitment listed on Schedule 2.12(b) is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in (a) Section 2.17 3.13(a) of the Company Disclosure ScheduleSchedule lists the following Company Contracts in effect as of the date of this Agreement (each, a “Company is not a party to or bound by: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; (bii) each Company Contract requiring payments by the Company after the date of this Agreement in excess of $100,000 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 consulting agreement, contract or commitment with any officer or director level employeeindependent contractor services, not terminable by the Company or its Subsidiaries on thirty ninety (3090) days days’ or less notice without liability, except to the extent general principles of wrongful termination Law may limit the Company’s, its Subsidiaries’ or such successor’s ability to terminate employees at will; (ciii) 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; (div) each Company Contract relating to any agreement of indemnification or guaranty not entered into in the ordinary course Ordinary Course of business, including any indemnification agreements between Company and any of its officers or directorsBusiness; (ev) any agreement, contract or commitment each Company Contract containing (A) any covenant limiting the freedom of Company the Company, its Subsidiaries or the Surviving Corporation to engage in any line of business or compete with any personPerson, or limiting the development, manufacture or distribution of the Company’s products or services (B) any most-favored pricing arrangement, (C) any exclusivity provision or (D) any non-solicitation provision; (fvi) any license, agreement, contract or commitment relating to any Material each Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations requiring payments after the date of this Agreement in excess of $50,000 100,000 pursuant to its express terms and not cancelable without penalty; (hvii) any agreement, contract or commitment currently in force each Company Contract relating to the disposition or acquisition of material assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseEntity; (iviii) each Company Contract relating to any mortgages, indentures, loans 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 $100,000 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; (jix) any joint marketing each Company Contract requiring payment by or development agreement; to the Company after the date of this Agreement in excess of $100,000 pursuant to its express terms relating to: (kA) any distribution agreement (identifying any that contain exclusivity provisions), (B) any agreement involving provision of services or products with respect to any pre-clinical or clinical development activities of the Company, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or 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 Intellectual Property that will not be owned, in whole or in part, by the Company or (D) any Contract to license any patent, trademark registration, service ▇▇▇▇ 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 of Business; (x) each Company Contract with any Person, 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 to which the Company is a party or by which any of its assets and properties is currently bound, which involves annual obligations of payment by, or annual payments to, the Company in excess of $100,000; or (lxiii) any other agreementCompany Contract that is not terminable at will (with no penalty or payment) by the Company or its Subsidiaries, contract or commitment as applicable, and (excluding real and personal property leasesA) which involve an annual involves payment or receipt by the Company or its Subsidiaries after the date of this Agreement under any such agreement, contract or commitment of more than $50,000 100,000 in the aggregate, or more obligations after the date of this Agreement in excess of $100,000 in the aggregate or (B) that is material to the business or operations of the Company and its Subsidiaries, taken as a whole. (b) The Company has delivered or made available to Zordich accurate and complete copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Neither the Company nor any of its Subsidiaries has, nor to the Company’s Knowledge, as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Company Material Adverse Effect. As to the Company and its Subsidiaries, as of the date of this Agreement, each Company Material Contract is not cancelable without penalty within thirty (30) daysvalid, 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 amount paid or payable to the Company under any Company Material Contract or any other material term or provision of any Company Material Contract.

Agreements, Contracts and Commitments. (a) Section 2.11(a) of the Disclosure Letter sets forth all contracts that are material to the business or operations of the Company or any Subsidiary or which by their terms seek to limit or define those activities in which the Company or any Subsidiary is 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, together with any agreements disclosed in Section 2.11(a) of the Disclosure Letter in response to the next sentence, the “Material Contracts”). Except as set forth in Section 2.17 2.11(a) of the Disclosure Letter, the Company Disclosure Scheduleor any Subsidiary does not have, Company is not a party to or nor is it bound byby any of the following types of Material Contracts: (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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) except as set forth in Section 2.11(a)(v) of the Disclosure Letter, any agreement or plan, plan (including, without limitation, any stock option plan, stock appreciation right rights plan or stock purchase plan, ) with respect to benefits 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; (dvi) any fidelity or surety bond or completion bond; (vii) except as set forth in Section 2.11(a)(vii) of the Disclosure Letter, any lease of real or personal property having a value individually in excess of $50,000; (viii) any agreement of indemnification indemnification, guaranty or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorssuretyship; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to current or future capital expenditures and or involving future obligations payments individually in excess of $50,000 and not cancelable without penalty50,000; (hxi) any agreement, arrangement, right, contract or commitment currently in force relating to the disposition or acquisition of assets not assets, properties or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties or instruments of surety referred to in subparagraph (vi) above; (jxiii) any purchase order or contract for the purchase of raw materials or the provision of services involving $100,000 or more, other than purchases in the ordinary course of business; (xiv) any construction contracts; (xv) any distribution, joint marketing marketing, licensing or development agreement; (kxvi) any distribution agreement (identifying under which the Company’s products must satisfy any that contain exclusivity provisions)product standards or performance specifications or under which the Company has the right to include any logos, trademark, certification or similar endorsement of any third party organization on its products; or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment that involves or could result in payments to or by the Company under any such agreement, contract or commitment of $50,000 100,000 or more or is not cancelable by the Company without penalty within one hundred eighty (180) days. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Section 2.11(b) of the aggregate Disclosure Letter, the Company has not since June 30, 2003 breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Material Contract. Each Material Contract is in full force and effect and is not cancelable without penalty within thirty subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto. The Company will use commercially reasonable efforts to obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any and all contracts and agreements as are required in connection with the Merger and the other transactions contemplated hereby and by the Ancillary Agreements in order to avoid any breach or default thereunder or the loss of any material rights thereunder, including all such consents, approvals or waivers necessary to validly transfer and assign all such contracts and agreements to the Surviving Company (30) daysthe “Requisite Consents”).

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of Schedule 2.12(a), the Company Disclosure Scheduledoes not have, Company is not a party to or nor is it bound by: (ai) any collective bargaining agreements at the level of the Company; (ii) any Contracts or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract Contract with an employee or commitment with individual consultant or salesperson or any officer consulting or director level employee, not terminable by Company on thirty (30) days notice without liability, except sales agreement or Contract under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (cv) any agreement or plan, including, without limitation, including 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 upon the occurrence of any subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (or upon the occurrence of any subsequent events); (dvi) any lease of personal property having a value in excess of $20,000 individually or $50,000 in the aggregate; (vii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguarantee; (eviii) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations payments in excess of $20,000 individually or $50,000 and not cancelable without penaltyin the aggregate; (hix) any agreement, contract or commitment currently in force Contract relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or business enterprise other business enterprisethan the sale of inventory in the Ordinary Course of Business; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (jxi) any purchase order or Contract for the purchase of raw materials or finished products involving $250,000 or more per order or entered into outside of the Ordinary Course of Business; (xii) any construction Contracts; (xiii) any distribution, joint marketing or development agreement; (kxiv) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions)party, a source-code license or option or other right to use or acquire source-code; or (lxv) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of Contract that involves $50,000 100,000 or more in the aggregate and individually or is not cancelable without penalty within thirty three (303) daysmonths. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any Contract required to be set forth on Schedule 2.12(a) or Schedule 2.25 (any such Contract, a “Key Contract”). Each Key Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), to the Knowledge of the Class A Stockholders, no party obligated to the Company pursuant to a Key Contract is in default thereunder.

Agreements, Contracts and Commitments. (a) Except for (i) the Restricted Agreements and (ii) as set forth in Section 2.17 2.14(a) of the Company Disclosure Schedule, neither the Company nor the Subsidiary is not a party to or to, nor is either bound by:by any of the following (together with the Restricted Agreements, the “Material Contracts”): (ai) any bonusemployment, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (b) any employment contractor or consulting agreement, contract or commitment and any non-compete, confidentiality, Intellectual Property ownership, trade secrets or similar agreement with any officer an employee or director level employeeindividual consultant, not terminable by Company on thirty (30) days notice without liabilitycontractor, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willor salesperson; (cii) any agreement or planplan (other than the Plans), including, without limitation, any stock option plan, stock appreciation right rights plan or stock purchase plan, (A) 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 (either alone or upon the occurrence of any additional subsequent events), except at the election of the Company, or (B) the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (diii) any lease of personal property having a value in excess of $50,000 individually or $100,000 in the aggregate; (iv) any lease, license, sublease or occupancy right with respect to real property; (v) any agreement of indemnification or guaranty, but excluding agreements of indemnification or guaranty not with respect to the infringement of the Intellectual Property rights of third parties or for violations of HIPAA that are contained in the Company’s written agreements with its customers that have been entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gvi) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penaltyindividually or $100,000 in the aggregate; (hvii) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not assets, securities or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (iviii) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to Indebtedness or otherwise the borrowing of money or extension of credit; (jix) any purchase order or contract or other commitment obligating the Company or the Subsidiary to purchase or sell materials, supplies, equipment or services involving in excess of $50,000 individually or $100,000 in the aggregate; (x) any agreement containing covenants or other obligations granting or containing any current or future commitments regarding exclusive rights, non-competition, non-solicitation, “most favored nations,” restriction on the operation or scope of its businesses or operations or on its right to use or disclose any information in its possession, or similar terms; (xi) any sales representative, dealer, distribution, marketing, development, joint marketing venture, strategic alliance or development partnership agreement, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other contract for use or distribution of the products, technology or services of the Company or the Subsidiary; (xii) any customer contract involving, or reasonably expected to involve revenues to the Company or the Subsidiary in excess of $50,000 annually or $100,000 in the aggregate; (xiii) agreement, contract or instrument granting any Person a Lien on any of the assets of the Company or the Subsidiary, in whole or in part; (xiv) any agreement, contract or instrument with any Shareholder or any Affiliate of any Shareholder; (xv) any agreement, contract or instrument with any Governmental Entity; (xvi) any collective bargaining agreement or similar labor agreement; (kxvii) any distribution agreement profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other plan or arrangement for the benefit of the Company’s or the Subsidiary’s current or former directors, managers, officers, employees and consultant; (identifying xviii) any Contract with respect to any material Company Intellectual Property, Company Products, or Third Party Intellectual Property, including without limitation, any material in-bound licenses, out-bound licenses and cross licenses, but excluding (i) non-disclosure agreements and non-exclusive out-bound licenses with respect to the provision of Company Products to end-users (in each case, pursuant to written agreements that contain exclusivity provisionshave been entered into in the ordinary course of business), and (ii) in-bound licenses and purchase agreements for COTS Software which neither individually nor in the aggregate for the same software program exceeds $25,000 in either one-time or annual license fee or support/maintenance payments; or (lxix) any other agreement, contract or commitment not identified above (excluding real and personal property leasesA) which involve an annual that involves the payment or receipt by the Company under any such agreement, contract or commitment the Subsidiary of $50,000 individually or more $100,000 in the aggregate and is not cancelable by the Company or the Subsidiary without penalty within thirty (30) daysdays or (B) the loss of which or breach of which would result in a Company Material Adverse Effect. (b) Except as set forth on Section 2.14(b) of the Disclosure Schedule, each Material Contract is a legal, valid and binding obligation of the Company or the Subsidiary, as applicable, enforceable against the Company or the Subsidiary, as applicable, and, to the Knowledge of the Company, any other party to such Material Contract, in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights generally and by general principles of equity) and in full force and effect. Neither the Company nor the Subsidiary, as applicable, and, to the Knowledge of the Company, no other party to such Material Contract is in material breach or default under any Material Contract, and to the Company’s Knowledge no event has occurred which with notice or lapse of time would constitute such a material breach or default, or permit termination, modification, or acceleration, under such Material Contract. Neither the Company nor the Subsidiary has, and, to the Knowledge of the Company, no other party to such Material Contract has, given written notice rejecting any provision of any Material Contract. Neither the Company nor the Subsidiary is disputing and, to the Knowledge of the Company, no other party to such Material Contract is disputing, any provision of any Material Contract. There are no forbearance programs in effect with respect to any provision of any Material Contract.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of the Company Disclosure Scheduleon SCHEDULE 2.14(a), Company Margate does not have, is not a party to or nor is it bound by: (ai) any bonuscontracts or agreements, deferred compensation, severance, incentive compensation, pension, profit-sharing to which Margate is a party with respect to any Intellectual Property with a value or retirement plans, or any other employee benefit plans or arrangementscost in excess of $25,000; (bii) any currently effective employment or consulting agreement, agreement or contract (or commitment to enter into any such agreement or contract) with an employee or individual consultant or salesperson or currently effective consulting or sales agreement or contract (or commitment to enter into any officer such agreement or director level employee, not terminable by Company on thirty (30contract) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;with a firm or other organization, (ciii) 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;, (div) any fidelity or surety bond or completion bond, (v) any lease of personal property having a value individually in excess of $25,000, (vi) any agreement of indemnification indemnification, agreement providing for reimbursement of payments or guaranty not entered into in providing a right of rescission, hold harmless or guaranty; or any obligation or liability with respect to infringement by Margate or any other person of the ordinary course Intellectual Property rights of business, including any indemnification agreements between Company and any of its officers or directors;another person, (evii) any agreement, contract or commitment containing any covenant limiting the freedom of Company Margate to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gviii) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;10,000 individually or $25,000 in the aggregate, (hix) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;Margate's business, (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, (jxi) any purchase order or contract for the purchase of materials involving in excess of $10,000 individually or $25,000 in the aggregate, (xii) any construction contracts, (xiii) any distribution, joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); , or (lxiv) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) Margate is in material compliance with and has not materially breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any material agreement, contract, covenant, instrument, lease, license or commitment to which Margate is a party or by which it is bound (collectively a "CONTRACT"), nor is Margate aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and, except as otherwise disclosed on SCHEDULE 2.14(b), is not subject to any material default thereunder by any party obligated to Margate pursuant thereto. Margate has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with the Reorganization or the Merger or for such Contracts to remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 2.11(a) of the Company Lanacom Disclosure Schedule, Company is not neither Lanacom nor any of the Lanacom Subsidiaries have continuing obligations under, nor are any of them a party to or nor are bound by: (ai) any voluntary recognition agreements, accreditation order or collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay, post- employment liabilities or obligations or "golden parachute" provisions (or similar provisions which provide for payment of consideration upon the completion of the transactions contemplated herein); (iii) any bonus, incentive, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having annual lease payments individually in excess of $25,000; (viii) any agreement of indemnification indemnification, warranty or guaranty not entered into other than in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of Company Lanacom or any of the Lanacom Subsidiaries to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty_______; (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not any material assets, or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporationLanacom and the Lanacom Subsidiaries' business, partnership, joint venture or other business enterprisetaken as a whole; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (jxiii) any distribution, joint marketing or development agreement; (kxiv) any distribution agreement (identifying agreement, contract or commitment with any that contain exclusivity provisions); orcustomer which, during the last two fiscal years of Lanacom, accounted, or is expected to account during Lanacom's current fiscal year, for more than 5% of Lanacom's revenue or trade payables; (lxv) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 that involves _______ or more in the aggregate and or is not cancelable without penalty within thirty (30) days; (xvi) transfer or license to any third party or otherwise extend, amend or modify any rights to Lanacom Intellectual Property or acquire, license or otherwise procure any intellectual property right of any third party; or (xvii) enter into any agreement restricting Lanacom or any of the Lanacom Subsidiaries from any business activity. (b) Except for any alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Section 2.11(b) of the Lanacom Disclosure Schedule, neither Lanacom nor any of the Lanacom Subsidiaries have breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is bound (including those set forth in the Lanacom Disclosure Schedule (any such agreement, contract or commitment, of Lanacom or its Subsidiaries (a "Lanacom Contract")). Each Lanacom Contract is in full force and effect and, except as otherwise disclosed in Section 2.11(b) of the Lanacom Disclosure Schedule, is not subject to any default thereunder of which Lanacom or any of the Lanacom Subsidiaries is aware by any party obligated to Lanacom or any of the Lanacom Subsidiaries pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 or excepted from (by virtue of the Company specific exclusions contained in Section 2.12(g) or Section 2.12(h) of the Disclosure Schedule) Sections 2.12(g) and 2.12(h) of the Disclosure Schedule, or as set forth in Section 2.13(a) of the Disclosure Schedule, the Company is not a party to or nor is it bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cii) 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; (diii) any agreement of indemnification fidelity or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers surety bond or directorscompletion bond; (eiv) any agreement, contract lease of personal property having a value in excess of $25,000 individually or commitment containing any covenant limiting $100,000 in the freedom of Company to engage in any line of business or compete with any personaggregate; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gv) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000 individually or $100,000 in the aggregate; (hvi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (ivii) 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; (jviii) any purchase order or contract for the purchase of materials involving in excess of $25,000 individually or $100,000 in the aggregate; (ix) any construction contracts; (x) any dealer, distribution, joint marketing or development agreement; (kxi) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use or distribution agreement (identifying any that contain exclusivity provisions)of the Company's products, technology or services; or (lxii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract that involves $25,000 individually or commitment of $50,000 or more 100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 (a) Part 2.12(a) of the Company Disclosure ScheduleLetter lists the following written or oral contracts, agreements, commitments and other arrangements to which the Company is not a party to or bound byby which the Company or any of its assets is bound: (ai) any agreement under which the consequences of a default or termination could have a Material Adverse Effect on the Company; (ii) any agreement concerning a partnership or joint venture; (iii) any agreement with any Company Stockholder or any of such stockholder's affiliates (other than the Company) or with any affiliate of the Company; (iv) any advertising services, e-commerce or other agreement involving the promotion of products and services of third parties by the Company; (v) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (vi) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (vii) any agreement obligating the Company to provide source code to any third party for any Company Intellectual Property; (viii) any agreement granting an exclusive license to any Company Intellectual Property or granting any exclusive distribution rights; (ix) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; (x) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees in the Ordinary Course of Business); (xi) any collective bargaining agreements; (xii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (xiii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bxiv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (cxv) 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; (dxvi) any fidelity or surety bond or completion bond; (xvii) any lease of personal property having a value individually in excess of $25,000; (xviii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguaranty; (exix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gxx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hxxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseenterprise outside the Ordinary Course of Business; (ixxii) any mortgages, indentures, 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 (xviii) hereof; (jxxiii) any purchase order or contract for the purchase of raw materials involving $10,000 or more; (xxiv) any distribution, joint marketing or development agreement; (kxxv) any distribution agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code,; (identifying xxvi) any that contain exclusivity provisions)agreement pursuant to which the Company has developed and/or delivered or has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property; or (lxxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) The Company has delivered to Parent a correct and complete copy of each written agreement (as amended to date) listed in Part 2.10(a), Part 2.11(q), Part 2.11(r), Part 2.12(a) and Part 2.21(b) of the Company Disclosure Letter and a written summary setting forth the terms and conditions of each oral agreement referred to in such parts of the Company Disclosure Letter (collectively, all such agreements are referred to as the "Contracts"). Except as set forth in Part 2.12(b) of the Company Disclosure Letter, with respect to each such agreement: (A) the agreement, with respect to the Company and, to the Company's and the Principal Stockholders' Knowledge, all other parties thereto, is legal, valid, binding, enforceable, and in full force and effect in all respects; (B) neither the Company nor, to the Company's or the Principal Stockholders' Knowledge, any other Party is in breach or default, and no event has occurred, which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the agreement; (C) no Party has repudiated any provision of the agreement; and (D) the Company does not have any reason to believe that the service called for thereunder cannot be supplied in accordance with its terms and without resulting in a loss to the Company. Subject to receipt of the consents set forth in Part 6.3(c) of the Company Disclosure Letter, following the Effective Time, the Company will be permitted to exercise all of the Company's rights under such agreements to the same extent the Company would have been able to had the Merger not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay.

Agreements, Contracts and Commitments. Except as set forth in on Section 2.17 2.15(a) of the Company Disclosure Schedule, the Company does not have, is not a party to or and is not bound by: (a) any collective bargaining agreements; (b) any employment, consulting or non-competition agreement, contract or commitment with any officer, director, employee or member of the Company's Board of Directors; (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract under which a firm or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (ce) 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, or under which payments are required to be made 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; (df) any fidelity or surety bond or completion bond; (g) any lease (whether of real or personal property) having a value individually in excess of $10,000; (h) any agreement of indemnification or guaranty not entered into guaranty, except for indemnification or guarantees provided in the ordinary course of business, including any indemnification agreements between Company and any business in connection with the provision of its officers the Company's services or directorssale of the Company's products; (ei) any agreement, contract or commitment containing any covenant limiting in any respect the freedom right of the Company to engage in any line of business or to compete with any personperson or granting any exclusive distribution rights; (fj) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty10,000; (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise; (il) any mortgages, indentures, 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 (h) hereof; (jm) any purchase order or contract involving the expenditure by the Company of $10,000 or more for the Company's products or $10,000 or more or otherwise; (n) any construction contracts; (o) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or development merchant agreement; (kp) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements; (q) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's products or services or the products or services of any other person or entity; (r) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any director, officer, employee or consultant other than business travel advances in the ordinary course of business consistent with past practice; (identifying s) any that contain exclusivity provisions)settlement agreement entered into since the Company's initial incorporation; or (lt) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of agreement that involves $50,000 10,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Section 2.15(b) of the Disclosure Schedule, the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Section 2.15(a) of the Disclosure Schedule (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is a valid and binding agreement of the Company and is in full force and effect and, except as otherwise disclosed in Section 2.15(b) of the Disclosure Schedule, is not subject to any default thereunder of which the Company has actual knowledge by any party obligated to the Company pursuant thereto. True and complete copies of each such Contract have been delivered to the Purchaser.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the The Company Disclosure Scheduledoes not have, Company is not a party to or nor is it bound by: (a) any collective bargaining agreements; (b) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Company’s Board of Directors, other than those that are terminable by the Company without liability of financial obligation of the Company; (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract under which a firm or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (ce) 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, or under which payments are required to be made 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; (df) any fidelity or surety bond or completion bond; (g) any lease of personal property having a value individually in excess of $10,000; (h) any agreement of indemnification or guaranty not entered into guaranty, except for indemnification or guarantees provided in the ordinary course of business, including any indemnification agreements between Company and any business in connection with the sale of its officers or directorsthe Company’s products as set forth on Schedule 2.15; (ei) any agreement, contract or commitment containing any covenant limiting in any respect the freedom right of Company to engage in any line of business or to compete with any personperson or granting any exclusive distribution rights; (fj) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition by Company after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which Company has any material ownership interest in any corporation, partnership, joint venture or other business enterprise; (il) any mortgages, indentures, 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 (h) hereof; (jm) any purchase order or contract involving the expenditure by the Company of $25,000 or more for the Company’s products or $25,000 or more or otherwise; (n) any construction contracts; (o) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or development merchant agreement; (kp) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements; (q) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company’s products or services or the products or services of any other person or entity; (r) any agreement pursuant to which the Company has advanced or loaned any amount to any shareholder of the Company or any director, officer, employee or consultant other than business travel advances in the ordinary course of business consistent with past practice; (identifying s) any that contain exclusivity provisions)agreement to which Company is a party with respect to any Technology or Intellectual Property Rights; (t) any settlement agreement entered into since the Company’s initial incorporation; or (lu) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of agreement that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.16(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.16(a), Schedule 2.14(m) or Schedule 2.14(n) (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.16(b), is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 2.16 of the Disclosure Schedule (specifying the appropriate paragraph): (a) Neither the Company Disclosure Schedule, Company nor any of its Subsidiaries is not a party to or to, nor is it bound by: (ai) any bonusemployment, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (b) any employment contractor or consulting agreement, contract or commitment with an employee or individual consultant, contractor, or salesperson, any officer agreement, contract or director level commitment to grant any severance or termination pay (in cash or otherwise) to any employee, not terminable by Company or any contractor, consulting or sales agreement, contract, or commitment with a firm or other organization except (1) on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willstandard form of offer letter or (2) as otherwise may be required by applicable law; (cii) any agreement or plan, including, without limitation, including 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value in excess of $20,000 individually or $50,000 in the aggregate; (v) any agreement of indemnification or guaranty not except for the warranties and indemnities (a) contained in those contracts and agreements set forth in Section 2.16(a)(v) of the Disclosure Schedule (other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that have been entered into in the ordinary course of businessbusiness consistent with past practices that do not materially differ in substance from the Company’s standard forms of agreement including attachments (copies of which have been provided to Parent)), including any indemnification agreements between Company and any of its officers or directors(b) warranties implied by law; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gvi) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $20,000 individually or $50,000 and not cancelable without penaltyin the aggregate; (hvii) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (iviii) 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; (jix) any joint marketing purchase order for the purchase of materials involving in excess of $20,000 individually or development agreement$50,000 in the aggregate; (kx) any distribution construction contracts; (xi) any dealer, distribution, joint marketing, strategic alliance, affiliate or development agreement (identifying other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that have been entered into in the ordinary course of business that do not materially differ in substance from the Company’s standard forms agreement including attachments (copies of which have been provided to Parent)); (xii) any agreement, contract or commitment to alter the Company’s interest in any Subsidiary, corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xiii) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company or any of its Subsidiaries (other than non-exclusive licenses granted in connection with the sale of Company products or related support and maintenance agreements that contain exclusivity provisionshave been entered into in the ordinary course of business that do not materially differ in substance from the Company’s standard forms agreement including attachments (copies of which have been provided to Parent); or (lxiv) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract that involves $20,000 individually or commitment of $50,000 or more in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) Each Material Contract to which the Company or any of its Subsidiaries is a party or any of their respective properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or its Subsidiaries, as the case may be, enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or the applicable Subsidiary and, to the Knowledge of the Company, any other party thereto. The Company and each of its Subsidiaries are in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Material Contract, nor to the Knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company, its Subsidiaries or any such other party. True and complete copies of each Material Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered to Parent. (c) The Company and each of its Subsidiaries have fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof, and, without giving effect to the Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof. (d) All outstanding indebtedness of the Company or its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 2.16(a) of the Company NSC Disclosure Schedule, Company NSC is not a party to or 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 level employee, not terminable by Company NSC on thirty (30) days notice without liability, except to the extent general principles of wrongful termination law may limit Company’s NSC's ability to terminate employees at will; (c) 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; (d) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any business other than indemnification agreements between Company NSC and any of its officers or directors; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company NSC to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 25,000 and not cancelable without penalty; (hg) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other . business enterprise; (ih) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit in excess of $25,000; (ji) any joint marketing or development agreement; (kj) any distribution agreement (identifying any that contain 'exclusivity provisions); or (lk) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company NSC under any such agreement, contract or commitment of $50,000 25,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days. NSC has not, nor to NSC's knowledge has any other party to a NSC Contract (as defined below),' breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which NSC is a party or by which it is bound of the type described in clauses (a) through (1) above (any such agreement, contract or commitment, a "NSC Contract") in such manner as would permit any other party to cancel or terminate any such NSC Contract, or would permit any other party to seek damages which would reasonably be expected to have a Material Adverse Effect.. As to NSC, each NSC Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the Company Disclosure Schedule, (a) The Company is not a party to or nor is it bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, other than standard offer letters provided to employees (who are not officers of the Company) in the ordinary course of business consistent with past practice, all of which offer letters create “at will” relationships and none of which create any officer or director level employee, not terminable by contractual obligation of the Company on thirty (30) days notice without liability, except to the extent general principles other party thereto upon termination of wrongful termination may limit Company’s ability to terminate employees at willsuch relationship (whether in the form of severance or benefit obligation or otherwise); (cii) 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; (diii) any agreement of indemnification fidelity or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers surety bond or directorscompletion bond; (eiv) any lease of personal property that involves a remaining obligation in excess of $10,000; (v) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gvi) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments that involves a remaining obligation in excess of $50,000 and not cancelable without penalty10,000; (hvii) any agreement, contract or commitment currently in force relating to the leasing, licensing, disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (iviii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit; (jix) any purchase order or contract for the purchase of materials that involves a remaining obligation in excess of $20,000; (x) any construction contracts; (xi) any dealer, distribution, joint marketing or development agreement; (kxii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution agreement (identifying of the Company’s products or services, or the products or services of any that contain exclusivity provisions)person; or (lxiii) any other material agreement, contract or commitment commitment. (excluding real b) The Company is in compliance in all material respects with and personal property leases) which involve an annual payment by Company under has not breached, violated or defaulted under, in each case in any such material respect, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract contract, covenant, instrument, lease, license or commitment listed in Section 3.15(a) of $50,000 the Company Disclosure Schedule to which the Company is a party or more by which it is bound (each, a “Company Contract”), nor is the Company, the Stockholders or the Company Principals aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Company Contract is in full force and effect and, to the aggregate and knowledge of the Stockholders, is not cancelable subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained or will obtain prior to the Closing all necessary consents, waivers and approvals of parties to any Company Contract as are required thereunder in connection with the Acquisition for such Company Contracts to remain in effect without penalty within thirty (30modification after the date hereof. The Company Contracts requiring such consents, waivers and approvals are described in Section 3.15(b) daysof the Company Disclosure Schedule. Following the date hereof and subject to the fulfillment of all obligations of the Company thereunder, the Company will be permitted to exercise all of the Company’s rights under the Company Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. Except as set forth in (a) Section 2.17 3.18(a) of the Company Disclosure Schedule, lists all of the following to which the Company is not a party to or bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting contract with an employee or individual consultant or salesperson, or consulting or sales agreement, contract contract, or commitment with any officer a firm or director level employeeother organization (other than offer letters, not terminable by Company on thirty (30) days notice without liability, except employee invention assignment agreements and option agreements pursuant to the extent general principles of wrongful termination may limit Company’s ability standard form previously provided to terminate employees at willParent; provided that there are no substantive modifications from such form; and provided, further, in the case of employee invention assignment agreements, that the employee has not excepted any inventions that are related to any Intellectual Property used in connection with Company Products); (cii) any agreement Contract 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 any subsequent event 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; (diii) any agreement of indemnification fidelity or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers surety bond or directorscompletion bond; (eiv) any agreement, contract lease of personal property having a value in excess of $25,000 individually or commitment containing any covenant limiting $50,000 in the freedom of Company to engage in any line of business or compete with any personaggregate; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gv) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $25,000 individually or $50,000 and not cancelable without penaltyin the aggregate; (hvi) any agreement, contract or commitment currently in force with customers of the Company that individually accounts for five percent (5%) or more of the Company’s revenues; (vii) any agreement, contract or commitment relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (iviii) 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; (jix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 individually or $50,000 in the aggregate; (x) any construction contracts; (xi) any dealer, distribution, joint marketing or development agreement; (kxii) any sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for distribution of the Company’s products, technology or services by a third party; (xiii) any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; (xiv) any Contract currently in force to provide source code to any third party for any product or technology; (xv) any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; (identifying xvi) any that contain exclusivity provisions)Contract not listed in Section 3.18 (a) through (xv) of the Company’s Disclosure Statement under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; (xvii) any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; (xviii) any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or (lxix) any other agreement, contract Contract that involves $25,000 individually or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. Except as set forth disclosed in ------------------------------------- Section 2.17 2.12 of the Company Disclosure Schedule, the Company does not have and is not a party to or bound byto: (a) any collective bargaining agreements, (b) any agreements that contain any unpaid severance liabilities or obligations, (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements;, (bd) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by the Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination law may limit the Company’s 's ability to terminate employees at will;, (ce) 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;, (df) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $50,000, (h) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;, (ei) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gj) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty;50,000, (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;, (il) any mortgages, indentures, 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 (h) hereof, (jm) any purchase order or contract for the purchase of raw materials or acquisition of assets involving $50,000 or more, (n) any construction contracts, (o) any distribution, joint marketing or development agreement;, (k) any distribution agreement (identifying any that contain exclusivity provisions); or (lp) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of involves $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days, or (q) any agreement which is otherwise material to the Company's business. The Company has not breached, or received in writing any claim or threat that it has breached, any of the terms or conditions of any agreement, contract or commitment to which it is bound (including those set forth in any of the lists separately certified by the Company) in such manner as would permit any other party to cancel or terminate the same.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on Schedule 4.13, neither the Company Disclosure Schedule, Company nor any Subsidiary is not a party to or 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 (including, without limitation, any vice president)or member of the Company's or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles any Subsidiary's Board of wrongful termination may limit Company’s ability to terminate employees at willDirectors; (cb) 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 Other 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 Agreement; (dc) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any other than indemnification agreements between the Company and its Subsidiaries and any of its their officers or directors; (ed) any agreement, contract or commitment containing any covenant limiting the freedom of the Company or its Subsidiaries to engage in any line of business or compete with any personPerson or granting any exclusive distribution rights; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (he) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (jf) any joint marketing or development agreement; (kg) any agreement, contract or commitment currently in force to provide or receive source code for any product, service or technology except for maintenance purposes; (h) any agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any product, service or technology provided by the Company or its Subsidiaries; (i) any supply agreement involving an aggregate amount of $250,000 or more; (j) any distribution agreement involving an aggregate amount of $250,000 or more; (identifying k) any that contain exclusivity provisions); oragreement relating to the acquisition, transfer, development, sharing or license of any asset; (l) any agreement that contemplates or involves (i) the payment or delivery of cash or other consideration on or after the date hereof having a value in excess of $250,000 in the aggregate or (ii) the performance of services on or after the date hereof having a value in excess of $250,000 in the aggregate; (i) any agreement to which any United States federal or foreign Governmental Authority is a party or has any rights or obligations, other than purchase orders issued in the ordinary course of business or (ii) under which any Governmental Authority has any non-standard indemnity or audit obligations; and (n) any other agreement, contract not otherwise identified in clauses "(a)" through "(m)", if the Company's performance or commitment breach of such agreement could reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary, nor to the Company's Knowledge, any other party to a Material Contract, has breached, violated or defaulted under, or received 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 the Company or any of its Subsidiaries are parties or by which they are bound of the type described in clauses (excluding real and personal property leasesa) which involve an annual payment by Company under through (n) above (any such agreement, contract or commitment of $50,000 commitment, a "Material Contract") in such a manner as would permit any other party to cancel or more in terminate any such Material Contract, or would permit any other party to seek damages, which would be reasonably likely to be material to the aggregate Company and is not cancelable without penalty within thirty (30) daysits Subsidiaries, taken as a whole.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 2.14(a) of the Company Disclosure ScheduleLetter, Company Skillscape does not have any continuing obligations under, is not a party to or is not bound by: (ai) any collective bargaining agreements, or any contract with or commitment to any trade unions, employee bargaining agent or affiliated bargaining agent (collectively, "LABOR representatives") and Skillscape has not conducted any negotiations with respect to any such future contracts or commitments; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations or is otherwise required by statute or case law to provide any of the foregoing; (iii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) any agreement or plan, including, without limitation, any stock share option plan, stock share appreciation right rights plan or stock share 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease or license of real or personal property having annual lease payments individually in excess of US$3,000; (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguaranty; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of Company Skillscape or its affiliates to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penaltyUS$5,000; (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of material assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseSkillscape's business; (ixii) any mortgages, indentures, 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 (viii) hereof; (jxiii) any purchase order or contract for the purchase of raw materials, other than purchase orders made in the ordinary course of business and involving not more than US$5,000; (xiv) any construction contracts; (xv) any distribution, joint marketing or development agreement; (kxvi) any distribution agreement (identifying agreement, contract or commitment with any that contain exclusivity provisions)customer which accounted for, or is expected to account during Skillscape's current fiscal year, for more than 5% of Skillscape's revenue or trade payables; or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 5,000 or more in the aggregate and is or that cannot cancelable be canceled without penalty within thirty (30) days. (b) Except as noted in Section 2.14(b) of the Disclosure Letter, Skillscape is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of (i) any agreement, contract or commitment required to be set forth in Section 2.14(a) of the Disclosure Letter, or (ii) any other agreement, contract or commitment to which it is a party or by which it is bound (any such agreement, contract or commitment referenced in the preceding clauses (i) and (ii), a "CONTRACT"), nor is either Shareholder aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and, except as otherwise disclosed in Section 2.14(b) of the Disclosure Letter, is not subject to any default thereunder of which Management Shareholders are aware by any party obligated to Skillscape pursuant thereto. Each of the Contracts (i) constitutes a legal, valid and binding obligation of Skillscape in accordance with its terms and (ii) to the knowledge of each of the Management Shareholders, constitutes a legal, valid and binding obligation of each of the other parties thereto, enforceable against such other parties thereto in accordance with its terms. There has been no cancellation, termination, limitation or modification or any notice of cancellation, termination, limitation or modification of any such Contract and, to the knowledge of any of the Management Shareholders, there is no event which could reasonably be expected to result in a cancellation, termination, limitation or modification of any such Contract. Skillscape has obtained, or will obtain prior to the Exchange Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder in connection with consummation of the Share Exchange or to remain in effect without modification after the Share Exchange.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the (a) The Company Disclosure Scheduledoes not have, Company or is not a party to or bound by: (ai) any collective bargaining agreement, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (iii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting, not terminable by Company on thirty (30) days notice without liabilityfinders or marketing agreement, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;contract or commitment with a firm or other organization, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $50,000, (viii) any agreement of indemnification or guaranty not entered into guaranty, other than as set forth in the ordinary course of businessagreements listed in Exhibit F, including any indemnification agreements between Company and any of its officers or directors;--------- (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;250,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of the Company's business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;as it is presently conducted, (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;credit in excess of $50,000, including guaranties referred to in clause (viii) hereof, (jxiii) any purchase order or contract for the purchase of materials or services involving $100,000 or more, (xiv) any construction contracts, (xv) any distribution, joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); , or (lxvi) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 100,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment, a "Contract"), nor is the Company or any -------- Company Shareholder aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any material Contract as are required thereunder in connection with the Merger so that all such Contracts will remain in effect without modification after the Closing.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of on the Company Disclosure Parent Schedule, Company the Parent does not have, is not a party to or nor is it bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cii) 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; (diii) any agreement of indemnification fidelity or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers surety bond or directorscompletion bond; (eiv) any agreement, contract lease of personal property having a value in excess of USD $50,000 individually or commitment containing any covenant limiting USD $100,000 in the freedom of Company to engage in any line of business or compete with any personaggregate; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gv) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of USD $50,000 and not cancelable without penalty100,000 individually or USD $250,000 in the aggregate; (hvi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of the Parent'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 Parent with any third party; (ix) any contract containing covenants that in any way purport to restrict the business activity of the Parent or any affiliate or limit the freedom of the Parent or any affiliate of the Parent to engage in any line of business or to compete with any third party, other than customary non-disclosure and confidentiality obligations contained in non-disclosure agreements entered into in the ordinary course of business, license agreements or customer agreements, and other than customary license restrictions that may be contained in Contracts entered into in the ordinary course of business; (x) any power of attorney or other similar agreement or grant of agency; (xi) any contract entered into other than in the ordinary course of business that contains or any ownership interest in any corporation, partnership, joint venture or other business enterpriseprovides for an express undertaking by the Parent to be responsible for consequential damages; (ixii) any mortgagesoral or written warranty, indenturesguaranty, loans or credit agreements, security agreements and or other agreements similar undertaking with respect to product or instruments relating to contractual performance sold or extended by the borrowing Parent other than in the ordinary course of money or extension of credit; (j) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions)business; or (lxiii) any amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) All of the Contracts set forth or required to be set forth on the Parent Schedule ("Contracts") are valid, binding and enforceable in accordance --------- with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and other agreementlaws of general application effecting enforcement of creditors' rights generally, contract rules of law governing specific performance, injunctive relief or commitment (excluding real other equitable remedies, and personal property leases) which involve an annual payment 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 Parent does not have any present expectation or intention of not fully performing on a timely basis in all material respects all such obligations required to be performed by Company the Parent under any such agreementContract set forth or required to be set forth on the Parent Schedule; no partially-filled or unfilled material customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, contract right of set-off or commitment other charge by the other party thereto for late performance or delivery; and the Parent does not have any knowledge of $50,000 any cancellation or more in anticipated cancellation or any breach by the aggregate and other parties to any Contract set forth or required to be set forth on the Parent Schedule. The Parent is not cancelable without penalty within thirty a party to any Contract the performance of which could reasonably be expected to have a Parent Material Adverse Effect. (30c) daysCompany has been given access to a true and correct copy of each of the written Contracts that are set forth on the Parent Schedule, together with all amendments, waivers or other changes thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the Disclosure Schedule (specifying the appropriate paragraph), neither the Company Disclosure Schedule, Company nor any Proxima Subsidiary is not a party to to, or bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson (other than "at will" employment agreements entered into in the ordinary course of business), any officer agreement, contract or director level commitment to grant any severance or termination pay (in cash or otherwise) to any employee, not terminable by Company on thirty (30) days notice without liabilityor any consulting or sales agreement, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract, or commitment with a firm or other organization; (cii) other than the Company's Amended and Restated Option Plan, 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (v) any lease of real property; (vi) except as provided in Section 2.17(a)(vii) below, any agreement of indemnification or guaranty not entered into in excess of $25,000, other than the ordinary course of business, including Company's or any Proxima Subsidiary's indemnification agreements between Company and any of its officers or directorsobligations under their respective End User Agreements; (evii) any agreement of indemnification under any End User Agreement that (A) does not eliminate the Company's or any Proxima Subsidiary's potential liability for consequential or incidental damages or (B) place a cap on the potential liability of the Company or any Proxima Subsidiary's under such agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gviii) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000 individually or $100,000 in the aggregate; (hix) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe business; (ix) 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; (jxi) any purchase order or contract for the purchase of materials involving in excess of $25,000 individually; (xii) any construction contracts; (xiii) any partnership, dealer, distribution, joint marketing marketing, joint venture, strategic alliance, affiliate, development agreement or development similar agreement; (kxiv) any agreement, contract or commitment to alter the Company's interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xv) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution agreement (identifying any that contain exclusivity provisions)of the Company Products; or (lxvi) other than customer purchase orders, any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract that involves $25,000 individually or commitment of $50,000 or more 100,000 in the aggregate or more with respect to any Person and is not cancelable without penalty within thirty (30) 30 days. (b) Except as set forth in Section 2.17(b) of the Disclosure Schedule, there are no end-user customers that account for greater than five percent (5%) of the Company's consolidated net sales. Section 2.17(b) of the Disclosure Schedule contains a list of the Company's (on a consolidated basis) 10 largest resellers for each of the last fiscal year and the nine months ended September 30, 2006 and sets forth opposite the name of each such reseller the percentage of net sales attributable to such reseller. During the last 12 months, neither the Company nor any Proxima Subsidiary has received any written notices or threats of termination from any of such resellers that any such reseller intends or otherwise anticipates a termination or material reduction in the level of business with the Company or the Proxima Subsidiaries. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.17 (each a "Material Contract" and collectively, the "Material Contracts") have been delivered to the Buyer. Each Material Contract to which the Company or the Proxima Subsidiaries is a party or any of their properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or the Proxima Subsidiaries enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or the Proxima Subsidiaries, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Company and/or the Proxima Subsidiaries, as applicable, is in compliance with and has not breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any such Material Contract. No party obligated to the Company or any Proxima Subsidiary pursuant to any such Material Contract has breached, violated or defaulted under such Material Contract, or taken any action or failed to act, such that, with the lapse of time, giving of notice or both, such action or failure to act would constitute such a breach, violation or default under such Material Contract by any such other party. (c) Each of the Company and each of the Proxima Subsidiaries has fulfilled all of their respective obligations required pursuant to each Material Contract to have been performed by the Company and each of the Proxima Subsidiaries, as applicable, prior to the date hereof. (d) All outstanding indebtedness of the Company and the Proxima Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 3.12(a) of the Company Disclosure Schedule, the Company does not have any continuing obligations under, is not a party to or is not bound by: (ai) any collective bargaining agreements, or any contract with or commitment to any trade unions, employee bargaining agent or affiliated bargaining agent (collectively, "labor representatives") which relate to Employees employed in connection with, or providing services to, the Media Business, and the Company has not conducted any negotiations with respect to any such future contracts or commitments; (ii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangementsarrangements which relates to Employees employed in connection with, or providing services to, the Media Business; (biii) any employment or consulting agreement, contract or commitment with any officer an Employee or director level employeeindividual consultant employed by, not terminable by Company on thirty (30) days notice without liabilityor providing services to, except the Media Business or consulting agreement, contract or commitment with a firm or other organization relating to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willMedia Business; (civ) any agreement or plan, including, without limitation, including any stock share option plan, stock share appreciation right rights plan or stock share purchase plan, plan which relates to any of the benefits of which will be increasedEmployee employed by, or providing services to, 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 AgreementMedia Business; (dv) any fidelity or surety bond or completion bond relating to, or arising in connection with, the Acquired Assets or the Media Business; ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ (vi) any lease of real or personal property relating to, or arising in connection with, the Acquired Assets or the Media Business; (vii) any agreement of indemnification indemnification, guaranty or guaranty not entered into environmental corrective action or clean up obligation relating to, or arising in connection with, the ordinary course of business, including any indemnification agreements between Company and any of its officers Acquired Assets or directorsthe Media Business; (eviii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any personPerson, relating to, or arising in connection with, the Acquired Assets or the Media Business; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gix) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty500,000 arising in connection with the Acquired Assets or the Media Business; (hx) any agreement, contract or commitment currently in force relating to the disposition of any Acquired Assets or the acquisition of material assets not or any interest in any business enterprise outside the ordinary course of business business, consistent with past practices, relating to, or any ownership interest arising in any corporationconnection with, partnership, joint venture the Acquired Assets or other business enterprisethe Media Business; (ixi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of creditcredit arising in connection with, the Acquired Assets or the Media Business; (jxii) any Purchase Order or contract for the purchase of raw materials relating to, or arising in connection with, the Acquired Assets or the Media Business; (xiii) any distribution, joint marketing or development agreementagreement relating to, or arising in connection with, the Acquired Assets or the Media Business; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (lxiv) any other agreement, contract or commitment that involves $100,000 or more relating to, or arising in connection with, the Acquired Assets or the Media Business; or (excluding real and personal property leasesxv) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more in the aggregate and that is not cancelable without material penalty within thirty (30) daysdays relating to, or arising in connection with, the Acquired Assets or the Media Business. (b) Except as noted in Section 3.12(b) of the Company Disclosure Schedule, the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of any agreement, contract or commitment required to be set forth in Section 3.12(a) of the Company Disclosure Schedule (collectively, "Contracts" and each, a "Contract"), nor, to the Company's knowledge, are there any events or circumstances that would in the Company's opinion be reasonably likely to give rise to such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and, except as otherwise disclosed in Section 3.12(b) of the Company ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ Disclosure Schedule, 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. (a) Section 2.12(a) of the Company Schedule sets forth all contracts specified in clauses (i) through (xvii) below (collectively, the “Material Contracts”). Except as set forth in Section 2.17 2.12(a) of the Company Disclosure 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; (iii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing pension or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (cv) 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; (dvi) any performance bond; (vii) any lease of real or personal property involving future payments in excess of $40,000 not cancelable by the Company without penalty of less than $40,000; (viii) any agreement of indemnification indemnification, guaranty or guaranty not entered into suretyship in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsan amount greater than $40,000; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty40,000; (hxi) any agreement, arrangement, right, contract or commitment currently in force relating to the future disposition or acquisition of assets not in the ordinary course of business assets, properties or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (ixii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or extension of credit, other than Company credit cards with a credit limit of less than $10,000; (jxiii) any purchase order or contract for the purchase of raw materials or the provision of services involving $10,000 or more, other than purchases in the ordinary course of business; (xiv) any construction contracts; (xv) any distribution, joint marketing marketing, licensing or development agreement; (kxvi) any distribution agreement (identifying any that contain exclusivity provisions); orinsurance policies; (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment that involves or could result in aggregate payments to or by the Company under any such agreement, contract or commitment of $50,000 25,000 or more in the aggregate and is not cancelable by the Company without penalty within thirty (30) days. (b) The Company has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract. Except as set forth in Section 2.12(b) of the Company Schedule, each Material Contract is in full force and effect and is not subject to any material breach, default or violation thereunder by the Company or, to the Shareholders’ Knowledge, by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Material Contracts as are required to obtain in connection with the transactions contemplated hereby and by the Ancillary Agreements (the “Requisite Consents”).

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on ------------------------------------- Schedule 2.17(a), the Company Disclosure Scheduledoes not have, Company is not a party to or nor is it bound by: (ai) any collective bargaining agreements, (ii) any employment or consulting agreement, contract or commitment with any officer, director, employee or member of the Company's Board of Directors, other than those that are terminable by the Company, (iii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract under which a firm or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $10,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;25,000, (hxi) any agreement, contract or commitment currently in force agreement relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract involving $25,000 or more, (xiv) any construction contracts, (xv) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or development merchant agreement;, (kxvi) any agreement pursuant to which the Company has granted or may be obligated to grant in the future, to any party a source-code license or option or other right to use or acquire source-code, including any agreements which provide for source code escrow arrangements, (xvii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's products or services, or the products or services of any other person or entity, (xviii) any agreement (identifying pursuant to which the Company has advanced or loaned any that contain exclusivity provisions); amount to any shareholder of the Company or any director, officer, employee, or consultant other than business travel advances in the ordinary course of business consistent with past practice, or (lxix) any other agreement that involves $25,000 or more or is not cancelable without penalty within ninety (90) days. Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.17(b), the Company has not breached, violated or defaulted under in any material respect, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.17(a), Schedule 2.14(b) or Schedule 2.14(c) (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more commitment, a "Contract"). Each Contract is in the aggregate full force and -------- effect and, except as otherwise disclosed in Schedule 2.17(b), is not cancelable without penalty within thirty (30) dayssubject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth disclosed in Section 2.17 2.13 of the Company Disclosure Schedule, the Company does not have and is not a party to or bound byto: (a) any collective bargaining agreements, (b) any agreements that contain any unpaid severance liabilities or obligations, (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements;, (bd) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by the Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination law may limit the Company’s 's ability to terminate employees at will;, (ce) 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;, (df) any fidelity or surety bond or completion bond, (g) any lease of personal property having a value individually in excess of $5,000, (h) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;, (ei) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gj) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty;5,000, (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;, (il) any mortgages, indentures, 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 (h) hereof, (jm) any purchase order or contract for the purchase of raw materials or acquisition of assets involving $5,000 or more, (n) any construction contracts, (o) any distribution, joint marketing or development agreement;, (k) any distribution agreement (identifying any that contain exclusivity provisions); or (lp) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of involves $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days, or (q) any agreement which is otherwise material to the Company's business. The Company has not breached, or received in writing any claim or threat that it has breached, any of the terms or conditions of any material agreement, contract or commitment to which it is bound (including those set forth in any of the lists separately certified by the Company) in such manner as would permit any other party to cancel or terminate the same.

Agreements, Contracts and Commitments. (a) Section 2.12(a) of the Company Schedule sets forth all contracts that are material to the business or operations of the Company or which by their terms seek to limit or define those activities in which the Company is 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 2.17 2.12(a) of the Company Disclosure 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of real or personal property having a value individually in excess of $25,000; (viii) any agreement of indemnification indemnification, guaranty or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorssuretyship; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and or involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hxi) any agreement, arrangement, right, contract or commitment currently in force relating to the disposition or acquisition of assets not assets, properties or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit, including guaranties or instruments of surety referred to in subparagraph (vi) above; (jxiii) any purchase order or contract for the purchase of raw materials or the provision of services involving $10,000 or more, other than purchases in the ordinary course of business; (xiv) any construction contracts; (xv) any distribution, joint marketing marketing, licensing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (lxvi) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment that involves or could result in payments to or by the Company under any such agreement, contract or commitment of $50,000 25,000 or more in the aggregate and or is not cancelable by the Company without penalty within thirty (30) days. (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Section 2.12(b) of the Company Schedule, the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is a party or by which it or its assets or properties are or may be bound (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the Merger and the other transactions contemplated hereby and by the Ancillary Agreements, including all such consents, approvals or waivers necessary to validly transfer and assign all such Contracts to the Surviving Corporation (the “Requisite Consents”).

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on Schedule ------------------------------------- 2.12(a), the Company Disclosure Scheduledoes not have, Company 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $10,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;10,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract for the purchase of raw materials involving $10,000 or more, (xiv) any construction contracts, (xv) any distribution, joint marketing or development agreement;, (kxvi) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions); party, a source-code license or option or other right to use or acquire, contingent or otherwise, source-code, or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 10,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is bound (including those set forth in any of the Company Schedules) (any such agreement, contract or commitment, a "Contract") in any manner which could reasonably be expected to have a Material Adverse Effect. Each Contract is in full force and effect and is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (A) Except as set forth specifically disclosed in Section 2.17 of the Company Disclosure ScheduleSchedule 2.12, Company Vista Vacations does not have, is not a party to or nor is it bound by: (a1) Any collective bargaining agreements; (2) Any agreements that contain any unpaid severance liabilities or obligations; (3) Any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (b4) any Any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by Company Vista Vacations on thirty (30) days notice without liability, except to the extent general principles of wrongful termination law may limit Company’s Vista Vacations' ability to terminate employees at will; (c5) 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; (d6) any Any fidelity or surety bond or completion bond; (7) Any lease of personal property having a value individually in excess of $2,000; (8) Any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (e9) any Any agreement, contract or commitment containing any covenant limiting the freedom of Company Vista Vacations to engage in any line of business or compete with any person; (f10) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any Any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty2,000 in any single instance or $10,000 in the aggregate; (h11) any Any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i12) any Any mortgages, indentures, 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 Schedule 2.12(A)(12) hereof; (j13) Any purchase order or contract for the purchase of raw materials or acquisition of assets involving $1,000 or more in any single instance or $10,000 or more in the aggregate; (14) Any construction contracts; (15) Any distribution, joint marketing or development agreement; (k16) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any Any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of involves $50,000 1,000 or more in any single instance or more than $10,000 in the aggregate and is not cancelable without penalty within thirty (30) daysdays other than standard end-user licenses of Vista Vacations' products and services in the ordinary course of business consistent with past practice, or (17) Any agreement which is otherwise material to Vista Vacations' business. (B) (1) Vista Vacations has not breached, or received any claim or threat that it has breached, any of the terms or conditions of any agreement, contract or commitment to which it is bound (including those set forth in any of Vista Vacations Schedules) in such manner as would permit any other party to cancel or terminate the same.

Agreements, Contracts and Commitments. (a) Section 2.12(a) of the Company 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 2.17 2.12(a) of the Company Disclosure 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) 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; (dvi) 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 guaranty not entered into suretyship or otherwise obligating the Company or any subsidiary to assume or incur any obligation or liability of a third party, except as described in Section 2.12(a)(vii) of the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsSchedule; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and or involving future obligations payments in excess of $50,000 and not cancelable without penalty10,000 in any single year or in any specific circumstance; (hxi) any agreement, arrangement, right, contract or commitment currently in force relating to the disposition or acquisition of assets not assets, properties or any interest in any business enterprise, in each case outside of the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (ixii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, 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; (jxiii) any purchase order or contract for the purchase of raw materials or the provision of services involving $10,000 or more, other than purchases in the ordinary course of business; (xiv) any construction contracts; (xv) any distribution, joint marketing marketing, licensing or development agreement; (kxvi) any distribution agreement (identifying any that contain exclusivity provisions); orinsurance policies, other than as described in Section 2.25 of the Company Schedules; (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment that involves or could result in aggregate payments to or by the Company under any such agreement, contract or commitment of $50,000 25,000 or more in the aggregate and or is not cancelable by the Company without penalty within thirty (30) days. (b) The Company and its subsidiaries have not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is a party or by which it or its assets or properties are or may be bound (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and is not subject to any breach, default or violation thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto. The Company has obtained, or 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 transactions contemplated hereby and by the Ancillary Agreements (the “Requisite Consents”).

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of for this Agreement, neither the Company Disclosure Schedule, or any Company Subsidiary is not a party to or bound byby any of the following Contracts: (ai) (A) any bonusContract providing for any severance or termination pay, deferred compensationchange of control, transaction or retention bonus or similar payments, or equity acceleration (in cash or otherwise, other than as required by applicable Law) or similar payment or benefit in connection with the consummation of the Merger (except in accordance with applicable Law by paying (1) the statutory minimum notice or (2) any statutorily required severance or other termination pay, as applicable), (B) any employment agreement, offer letter, or independent contractor agreement with any current Company Service Provider that is not immediately terminable at-will by the Company without advance notice, severance, incentive compensationor other similar cost or Liability, pension(C) any separation agreement or settlement agreement with any Company Service Provider or other Person, profit-sharing under which the Company has any current actual or retirement planspotential Liability, as well as any settlement agreement, consent decree, or other similar agreement with any other employee benefit plans Governmental Entity, (D) any Contract (x) to provide any sign-on, referral, or arrangementsretention bonus under which the Company has any current actual or potential Liability or (y) subject to any clawback policy or provision or (E) any Collective Bargaining Agreement; (bii) any employment or consulting agreement, contract or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (c) any agreement Contract or plan, including, without limitation, including any stock option plan, stock appreciation right plan or rights plan, stock purchase plan, or other equity or equity-based plan, any of the benefits of which will shall be increased, or the vesting of benefits of which will shall be accelerated or may be accelerated, by the occurrence of or in connection with any of the transactions contemplated by this Agreement or the value of any of the benefits of which will shall be calculated on the basis of any of the transactions contemplated by this AgreementAgreement (except as required under Section 411(d)(3) of the Code); (diii) any agreement Lease Agreement or any lease of indemnification any personal property involving future payments in any amount in excess of $500,000 in fiscal year 2024 or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsother future fiscal year; (eiv) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations payments in any amount in excess of $50,000 and not cancelable without penalty100,000 in fiscal year 2024 or any other future fiscal year; (hv) any agreement, contract or commitment currently in force Contract relating to the disposition or acquisition of ownership of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseenterprise outside the Ordinary Course of Business; (ivi) 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 other Indebtedness; (jvii) any joint marketing purchase order or development agreementContract or group of related Contracts with the same vendor or supplier for the purchase of tangible items of equipment or related services in an amount payable by the Company in excess of $25,000 in the aggregate in any fiscal year; (kviii) any distribution Contract (A) pursuant to which any Intellectual Property is provided or licensed to the Company by any Person or is provided or licensed to any Person by the Company (other than (1) non-exclusive software licenses or software-as-a-service agreements with respect to commercially-available, off-the-shelf software not incorporated into Company Products and procured for aggregate fees on a yearly basis of $100,000 or less, (2) licenses for Open Source Software, and (3) non-exclusive licenses granted by the Company to customers, Company Service Providers, and vendors, in each case, in the Ordinary Course of Business on the Company’s standard forms of agreement (identifying or materially similar terms)), (B) under which any Person has developed or has been engaged to develop any material Intellectual Property for the Company (excluding agreements with vendors and Company Services Providers entered into in the Ordinary Course of Business on the Company’s standard forms of agreement (or materially similar terms) under which such Persons assign rights in all such developed Intellectual Property to the Company) or under which the Company has developed or has been engaged to develop any material Intellectual Property for any Person, or (C) entered into to settle or resolve any Intellectual Property-related dispute or otherwise affecting the Company’s rights to use or enforce any Company Owned IP, including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements; (ix) any Contract with a Top Supplier; (x) any Contract with a Top Customer; (xi) any Contract containing a provision that limits, restricts or impairs the Company’s ability to operate in any geography of the world or with any Person, including all Contracts (A) that contain exclusivity provisions); orcovenants of non-competition, rights of first refusal or negotiation, non-solicitation of customers, and exclusive dealings arrangements, and any similar obligations of any of the foregoing, (B) under which the Company is restricted from hiring or soliciting potential employees, consultants or independent contractors and which restriction on hiring or soliciting potential employees, consultants or independent contractors would reasonably be expected to be material to Parent and its Subsidiaries’ or the Company’s ability to operate their respective businesses as currently conducted or (C) that apply to or purport to apply to Company’s Affiliates; (lxii) any agency, dealer, distribution, sales representative, remarketer, reseller, or other Contract for the distribution of Company Products (other than agreements with resellers and channel partners entered into in the Ordinary Course of Business and with terms that do not materially deviate from the terms set forth in the form of reseller agreement made available to Parent); (xiii) (A) any legal partnership or joint venture Contract or (B) any Contract that involves a sharing of revenues, profits, cash flows or losses with other Persons; (xiv) any Contract pursuant to which the Company is bound to or has committed to provide any product or service to any third party on a most favored nation basis or similar terms; (xv) any right of first offer, right of first refusal, standstill or similar agreement (A) containing provisions that grant a third party a right to purchase, or prohibit a third party from purchasing, Equity Interests of the Company or assets of the Company or (B) otherwise seeking to influence or exercise control over the Company; (xvi) any Contract pursuant to which the Company has acquired a business or entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, exclusive license or otherwise, or any Contract pursuant to which it has any material ownership interest in any other Person; (xvii) any Contract with any Interested Party, including any agreement of indemnification with officers or directors of the Company; (xviii) any Contract with any investment banker, broker, advisor, or similar party, or any accountant, legal counsel or other Person retained by the Company, in connection with this Agreement and the transactions contemplated hereby; (xix) any Contract or other arrangement to settle any Legal Proceeding or to settle any threatened Legal Proceeding in each case, that involves material outstanding obligations of the Company; (xx) any other agreement, contract Contract or commitment (excluding real and personal property leases) which involve group of related Contracts with a single counterparty that have not been otherwise disclosed pursuant to this Section 3.12 that involves an annual payment anticipated amount payable by or to the Company under any such agreement, contract or commitment in excess of $50,000 or more 250,000 in the aggregate in fiscal year 2024 or any other future fiscal year; and (xxi) any Contract providing for “offshore” development of any material items of Intellectual Property by, for or on behalf of the Company. (b) The Company has made available correct and complete copies of (1) each Contract required to be disclosed pursuant to Sections 3.2, 3.12, 3.13 and 3.19(a) together with any and all material amendments and supplements thereto and “side letters” and similar documentation relating thereto, and (2) summaries of each oral Material Contract. For the purposes of this Agreement, each of the foregoing Contracts referenced in this Section 3.12(b) as well as any Contracts entered into subsequent to the Agreement Date and prior to the Closing Date that would have been required to be disclosed pursuant to Sections 3.2, 3.12, 3.13 and 3.19(a) if such Contract had been in effect as of the Closing Date, shall each be a “Material Contract” and collectively are the “Material Contracts.” (c) The Company (or the Company Subsidiary party thereto) has performed in all material respects all of the obligations required to be performed by it and is entitled to all benefits under, and has not cancelable without received any written or, to the Knowledge of the Company, oral notice alleging it to be in default in respect of, any Material Contract. Each of the Material Contracts is in full force and effect, subject only to the effect, if any, of the Enforcement Exceptions. There exists (x) no default or event of default under any Material Contract by the Company or any Company Subsidiary or, to the Knowledge of the Company, any other party thereto, and (y) no event, occurrence, condition or act, with respect to the Company or any Company Subsidiary, or to the Knowledge of the Company, with respect to any other party to a Material Contract, that, with the giving of notice, the lapse of time, would reasonably be expected to (i) become a default or event of default under any Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty within thirty or change in delivery schedule under any Material Contract, (30C) daysthe right to accelerate the maturity or performance of any material obligation of the Company or any Company Subsidiary under any Material Contract or (D) the right to cancel (other than at the expiration of the term of any Contract in accordance with its terms), terminate or modify any Material Contract. Neither the Company nor any Company Subsidiary has received any written (nor, to the Knowledge of the Company, oral) notice to cancel, fail to renew or adversely modify any Material Contract.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of on Schedule 2.23(a), neither the Company Disclosure Schedulenor ---------------- any of its subsidiaries has, Company is not a party to or to, nor are they 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreementagreement or contract with an employee or individual consultant or salesperson or consulting or sales agreement or contract, contract under which a firm or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides services to the extent general principles Company pursuant to which the Company is obligated to make payments in excess of wrongful termination may limit Company’s ability to terminate employees at will$10,000 per year; (cv) 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $10,000; (viii) any agreement of indemnification or guaranty not other than such indemnification obligations in the Company's software license agreements entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsbusiness consistent with past practices; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company or its subsidiaries to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty10,000 individually or $20,000 in the aggregate; (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's and its subsidiaries' business; (ixii) any mortgages, indentures, 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 (viii) hereof; (jxiii) any purchase order or contract for the purchase of raw materials involving $10,000 or more; (xiv) any construction contract; (xv) any distribution, joint marketing or development agreement; (kxvi) any distribution agreement (identifying agreement, contract or commitment pursuant to which the Company or any that contain exclusivity provisions)subsidiary has granted or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code; or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 10,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) Schedule 2.23(b) sets forth a list of the Company's top 20 ---------------- customers according to revenue for the fiscal year ended December 31, 2001, and each such customer currently has an agreement or agreements with the Company. Schedule 2.23(b) lists all effective agreements between such customers and the ---------------- Company. (c) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all of which are noted in Schedule 2.23(c), ---------------- neither the Company nor any of its subsidiaries has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any contract required to be set forth on Schedule 2.23(a), Schedule 2.23(b) or Schedule 2.12. Each contract is in full ---------------- ---------------- ------------- force and effect and, except as otherwise disclosed in Schedule 2.23(c), is not ---------------- subject to any default thereunder of which the Company has knowledge by any party obligated to the Company or any of its subsidiaries pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 4.13 of the Company Parent Disclosure Schedule, Company Schedule identifies each Parent Contract that is not a party to or bound byin effect as of the date of this Agreement and is: (ai) any bonus, deferred compensation, severance, incentive compensation, pension, profita material contract as defined in Item 601(b)(10) of Regulation S-sharing or retirement plans, or any other employee benefit plans or arrangementsK as promulgated under the Securities Act; (bii) a Contract to which Parent is a party or by which any of its assets and properties is currently bound, which, pursuant to the express terms thereof, require annual obligations of payment by, or annual payments to, Parent in excess of $2,500,000; (iii) a Contract requiring payments by Parent or any of its Subsidiaries after the date of this Agreement in excess of $300,000 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 individual independent contractor, providing employment related, consulting agreement, contract or commitment with any officer or director level employeeindependent contractor services, not terminable by Company Parent or its Subsidiaries on thirty ninety (3090) days calendar days’ or less notice without liability, except to the extent general principles of wrongful termination Law may limit CompanyParent’s, its Subsidiaries’ or such successor’s ability to terminate employees at will; (civ) each Parent 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 could be increased, or the vesting of benefits of which will could 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 service), 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; (dv) any agreement a Parent Real Estate Lease or a Contract disclosed in or required to be disclosed in Section 4.12(b) or Section 4.12(c) of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsParent Disclosure Schedule; (evi) any agreement, contract or commitment a Contract containing (A) any covenant limiting the freedom of Company Parent, its Affiliates or the Surviving Corporation to engage in any line of business or compete with any personPerson, or limiting the development, manufacture or distribution of the Parent’s products or services or (B) any grant of any option to any Intellectual Property rights; (fvii) a Contract with any licensePerson, agreementincluding any financial advisor, contract broker, finder, investment banker or commitment relating other Person, providing advisory services to any Material Company IP RightParent or its Affiliates in connection with the Contemplated Transactions; (gviii) any agreement, contract or commitment each Contract relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) any mortgages, indentures, loans loans, notes or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (j) credit in excess of $200,000 or creating any joint marketing material Encumbrances with respect to any assets of Parent or development agreement; (k) any distribution agreement (identifying of its Subsidiaries or any that contain exclusivity provisions)loans or debt obligations with officers or directors of Parent; or (lix) a Contract under which a third party would be entitled to receive a license or have any other agreementrights in Intellectual Property of the Company, contract Parent or commitment any of their Affiliates at the time of or immediately after the Effective Time,; or (excluding real x) a Contract, plan, program, or policy providing for severance, termination compensation, retention or stay pay, change in control payments, or transaction-based bonuses. Parent has delivered or made available to the Company accurate and personal property leasescomplete copies of all Contracts to which Parent is a party or by which it is bound of the type described in clauses (i)-(x) of the immediately preceding sentence (any such Contract, a “Parent Material Contract”), including all amendments thereto. Parent has not nor, to Parent’s Knowledge as of the date of this Agreement, has any other party to a Parent Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Parent Material Contract in such manner as would permit any other party to cancel or terminate any such Parent Material Contract, or would permit any other party to seek damages which involve an annual payment by Company would reasonably be expected to have a Parent Material Adverse Effect. As to Parent, as of the date of this Agreement, each Parent 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 Parent Material Contract to change, any material amount paid or payable to Parent under any such agreement, contract Parent Material Contract or commitment any other material term or provision of $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) daysany Parent Material Contract.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of on Schedule 2.12(a), the Company Disclosure Scheduledoes not have, Company 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $10,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;5,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company’s business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract for the purchase of raw materials involving $5,000 or more, (xiv) any construction contracts, (xv) any distribution, joint marketing or development agreement;, (kxvi) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions); party, a source-code license or option or other right to use or acquire source-code, or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 5,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(a) or Schedule 2.11

Agreements, Contracts and Commitments. (a) Except for this Agreement, the Related Agreements and the Contracts specifically identified on Section 3.11(d) of the Disclosure Schedule (with each of such Contracts specifically identified or cross-referenced under subsection(s) of such Section 3.12 of the Disclosure Schedule that correspond to the Subsection or Subsections of this Section 3.12 of the Disclosure Schedule), as set forth in Section 2.17 of the Agreement Date, none of the Company Disclosure Schedule, Company nor any of its Subsidiaries is not a party to to, bound by or bound byuses the benefits of any of the following Contracts: (ai) (A) any bonusemployment, deferred compensationindependent contractor or consulting Contract with any current Employee (other than any Personnel Agreements), identifying whether any such Contract is not immediately terminable at-will by the Company without contractual severance, incentive compensationadvance notice or other cost or liability (B) any Contract for severance, pensionchange of control payments or vesting acceleration, profit-sharing retention bonuses, or retirement planstermination pay (in cash or otherwise) to any Employee or other separation agreement, (C) any other form of Employee Agreement with a current Employee (other than any Personnel Agreements), (D) any bonus or commission plan, or any bonus agreements or commission agreements with any Employee, and a schedule of bonus or commission commitments made to Employees, or (E) any settlement agreement with any Employee or other employee benefit plans Person, as well as any settlement agreement, consent decree, or arrangementsother similar agreement with any Governmental Entity, (1) pursuant to which claims for harassment or discrimination were released; or (2) under which the Company or any of its Subsidiaries has any current actual or potential Liability (in each case, other than waiver and releases in exchange for severance in the normal course); (bii) any employment or consulting agreement, contract or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (c) any agreement Contract or plan, including, without limitation, including any stock option plan, stock appreciation right rights plan or stock purchase plan, any of the benefits of which will (A) shall be increased, or the vesting of {N4442029.10} 255288355 v23 benefits of which will shall be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or (B) the value of any of the benefits of which will shall be calculated on the basis of any of the transactions contemplated by this Agreement; (diii) any agreement lease of indemnification any real property or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorspersonal property; (eiv) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations payments in any amount in excess of $50,000 and not cancelable without penalty5,000 individually or $100,000 in the aggregate, in each case in any fiscal year; (hv) any agreement, contract or commitment currently in force Contract relating to the disposition or acquisition of ownership of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseenterprise outside the Ordinary Course of Business; (ivi) 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 other Indebtedness; (jvii) any joint marketing purchase order or development agreementContract for the purchase of tangible items of equipment or related services in any amount in excess of $5,000 individually or $100,000 in the aggregate, in each case in any fiscal year; (kviii) any distribution agreement (identifying any that contain exclusivity provisions); orInbound License; (lix) any Outbound License; (x) any Contract with a Top Customer; (xi) any Contract with a Top Supplier; (xii) any Contract pursuant to which (A) the Company resells, distributes, or acts as a sales agent, OEM or other channel partner with respect to any products or services of a third party; or (B) any third party product or service is incorporated into, integrated with, or offered through or as a part of the Company Products; (xiii) any Contract with a third party service provider to provide services to the Company’s customers as part of or in connection with Company Products; (xiv) any confidentiality and non-disclosure agreements (whether the Company or any of its Subsidiaries is the beneficiary or the obligated party thereunder), other than with Parent or any of its Subsidiaries or those related to commercial transactions in the Ordinary Course of Business that are not individually material; (xv) any Contract with non-Employee third parties providing for “offshore” or outsourced development of any material items of Technology by, for or on behalf of the Company or any of its Subsidiaries; (xvi) any Contract required to be disclosed on Section 3.9 of the Disclosure Schedule; {N4442029.10} 255288355 v23 (xvii) any Contract with federal, state, city, county, parish, municipal or other Governmental Entities, or with another entity pursuant to that entity’s or any higher tier entity’s Contract with federal, state, city, county, parish, municipal or other Governmental Entities; (xviii) (A) any management service, legal partnership or joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person by the Company or any Subsidiary; (xix) any agency, dealer, distribution, sales representative, remarketer, reseller, or other Contract for the distribution of Company Products; (xx) any Contract pursuant to which the Company or any of its Subsidiaries is bound to or has committed to provide any product or service to any third party on a most favored nation basis or similar terms; (xxi) any Contract granting any license or other rights to or from the Company or any of its Subsidiaries with respect to Personal Information, other than grants to service providers to use such Personal Information in connection with the provision of services to the Company or any of its Subsidiaries; (xxii) other than with respect to this Agreement and the Letter of Intent, any standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or any of its Subsidiaries or assets of the Company or any of its Subsidiaries or otherwise seeking to influence or exercise control over the Company or any of its Subsidiaries, or any Contract pursuant to which it has any material ownership in any other person; (xxiii) any Contract pursuant to which the Company or any of its Subsidiaries has acquired a business or entity, or a material portion of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, exclusive license or otherwise; (xxiv) any agreement of indemnification with officers, directors or managers of the Company or any of its Subsidiaries; (xxv) any Contract with any investment banker, broker, advisor or similar party, or any accountant, legal counsel or other Person retained by the Company or any of its Subsidiaries, in connection with this Agreement and the transactions contemplated hereby; (xxvi) any Contract or other arrangement to settle any Legal Proceeding or to settle any threatened or reasonably anticipated Legal Proceeding; (xxvii) any Contract relating to a referral or partner arrangement under which the Company pays or receives compensation in exchange for the referral of a customer; (xxviii) any Contract with a third party payor, including Governmental Entities; and (xxix) any other agreement, contract Contract that involves the payment or commitment (excluding real and personal property leases) which involve an annual payment receipt by the Company under or any such agreement, contract or commitment of its Subsidiaries of $50,000 5,000 individually or more $100,000 in the aggregate or more, in each case in any fiscal year, and is not cancelable without penalty within thirty ninety (3090) days. {N4442029.10} 255288355 v23 (b) The Company has made available correct and complete copies of each Contract required to be disclosed pursuant to Sections 3.2, 3.9, 3.10, 3.11 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement and each Contract that is excluded for listing purposes only but is otherwise applicable to the Section), 3.12 and 3.19(a). For the purposes of this Agreement, each of the foregoing Contracts referenced in this subsection as well as any Contracts entered into subsequent to the Agreement Date and prior to the Closing Date that would have been required to be disclosed pursuant to Sections 3.2, 3.9, 3.10, 3.11 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement and each Contract that is excluded for listing purposes only but is otherwise applicable to the Section), 3.12 and 3.19(a) if such Contract had been in effect as of the Agreement Date, shall each be a “Material Contract” and collectively are the “Material Contracts.” (c) Each of the Company and its Subsidiaries has performed all the obligations required to be performed by it and is entitled to all benefits under, and has not received notice or other communication that it is in default of, any Material Contract. Each of the Material Contracts is valid, binding and enforceable against the Company or its Subsidiaries (to the extent such entity is a party to such Material Contract), and is in full force and effect, subject only to the effect, if any, of the Bankruptcy and Equity Exception. There exists no default or event of default or event, occurrence, condition or act, with respect to the Company or any of its Subsidiaries, or to the Knowledge of the Company, with respect to any other contracting party, that, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (i) become a material default or event of default under any Material Contract or (ii) give any third party (A) (A) the right to declare a material default or exercise any remedy under any Material Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of the Company or any of its Subsidiaries under any Material Contract, or (D) the right to cancel, terminate or modify any Material Contract. None of the Company nor any of its Subsidiaries has received any written notice or other communication regarding any actual or alleged violation or breach of, default under, or intention to cancel or modify any Material Contract. None of the Company nor any of its Subsidiaries has any Liability for renegotiation of Contracts with Governmental Entities. The Company has heretofore made available to Parent correct and complete copies of each written Material Contract, together with any and all material amendments and supplements thereto and “side letters” and similar documentation relating thereto.

Agreements, Contracts and Commitments. SCHEDULE 3.13(a) lists all written contracts or other agreements not included on Schedule 3.12(g) to which the Company is a party. Except as set forth in Section 2.17 of on SCHEDULE 3.13(a), the Company Disclosure Schedule, Company has not been nor is not currently a party to nor is bound by any of the following (whether written or bound by:oral): (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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any health, medical, dental, life or other employee welfare benefit plans or arrangements; (v) any tuition reimbursement, dependent care reimbursement or other tax-favored employee fringe benefit plans or arrangements; (vi) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;. (cvii) 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; (dviii) any fidelity or surety bond or completion bond; (ix) any agreement, contract or commitment under which it has limited or restricted its right to compete with any person in any respect; (x) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguaranty; (exi) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gxii) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty5,000; (hxiii) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (i) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (j) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. Except as required by applicable law, contemplated by this Agreement, or as set forth in Section 2.17 of on Schedule 2.13, the Company Disclosure Schedule, Company is not a party to or to, and is not bound by: (a) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (c) any stock option or stock purchase plan or arrangement (other than the Option Plan), stock appreciation, bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any agreement, contract, or commitment relating to the disposition or acquisition of material assets or any interest in any business enterprise; (e) any employment or consulting agreement with an employee or individual consultant or salesperson or consulting or sales agreement, contract under which a firm or commitment with any officer or director level employee, other organization provides services to the Company not terminable by the Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (cf) 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; (dg) any fidelity or surety bond or completion bond; (h) any agreement or group of related agreements for the lease of personal property having a value individually in excess of $35,000 to or from any entity; (i) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguaranty; (ej) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any personperson or entity; (fk) any license, agreement, contract or commitment agreement relating to any Material Company IP Right; (g) any agreement, contract the purchase of materials or commitment relating to capital expenditures and involving future obligations payments not incurred in excess the ordinary and usual course of $50,000 and not cancelable without penaltybusiness, consistent with past practice; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (il) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money by the Company or extension of creditcredit to the Company; (jm) any agreement concerning confidentiality; (n) any construction contracts; (o) any distribution, joint marketing or development agreement; (kp) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions)party a source-code license or option or other right to use or acquire source-code; or (lq) to the extent not reported on the Company Balance Sheet, any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual agreement that involves payment by the Company under any such agreement, contract or commitment of $50,000 or more not incurred in the aggregate ordinary and usual course of business, consistent with past practice or which is not cancelable cancellable without penalty within thirty (30) days. The Company has not breached, violated, or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(c), Schedule 2.12(d), Schedule 2.12(e), Schedule 2.12(f), or Schedule 2.13 (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.13, is not subject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in (a) Section 2.17 3.13 of the Company Clywedog Disclosure Schedule, Company Schedule identifies each Clywedog Contract that is not a party to or bound byin effect as of the date of this Agreement and is: (ai) each Clywedog Contract relating to any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing agreement of indemnification or retirement plans, or any other employee benefit plans or arrangementsguaranty not entered into in the Ordinary Course of Business; (bii) each Clywedog Contract where any of Clywedog’s assets and properties is currently bound, which, pursuant to the express terms thereof, require annual obligations of payment by, or annual payments to, Clywedog in excess of $250,000, (iii) each Clywedog Contract relating to the disposition or acquisition of material assets or any ownership interest in any Entity; (iv) each Clywedog Contract (A) requiring payments by Clywedog in excess of $250,000 pursuant to its express terms relating to the employment of, or consulting agreementthe performance of services by, contract or commitment with any officer or director level Person, including any employee, consultant or individual independent contractor, providing employment-related, consulting or independent contractor services or (B) that is not terminable by Company Clywedog or its Subsidiaries on thirty (30) days calendar days’ or less notice without liability, except to the extent general principles of wrongful termination Law may limit CompanyClywedog’s, its Subsidiaries or such successor’s ability to terminate employees at will; (cv) each Clywedog 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 could be increased, or the vesting of benefits of which will could 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 service), 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; (dvi) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorseach Clywedog Real Estate Lease; (evii) any agreement, contract each Clywedog Contract disclosed in or commitment required to be disclosed in Section 3.12(b) or Section 3.12(c) of the Clywedog Disclosure Schedule; (viii) each Clywedog Contract containing (A) any covenant limiting the freedom of Company Clywedog, its Affiliates or the Surviving Corporation to engage in any line of business or compete with any personPerson, or limiting the development, manufacture or distribution of Clywedog’s products or services, (B) any most-favored pricing arrangement, (C) any exclusivity provision, (D) any non-solicitation provision, or (E) any grant of any option to any Intellectual Property; (fix) each Clywedog Contract with any licensePerson, agreementincluding any financial advisor, contract broker, finder, investment banker or commitment relating other Person, providing advisory services to any Material Company IP RightClywedog or its Affiliates in connection with the Contemplated Transactions; (gx) any agreement, contract or commitment each Clywedog Contract relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) any mortgages, indentures, loans 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 Clywedog or any of its Subsidiaries or any loans or debt obligations with officers or directors of Clywedog; (jxi) any joint marketing or development agreementeach Clywedog Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $250,000 pursuant to its express terms and not cancelable without penalty; (kxii) each Clywedog Contract requiring payment by or to Clywedog 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 any pre-clinical or clinical development activities of Clywedog, (C) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or other agreement currently in force under which Clywedog has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which Clywedog has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by Clywedog or (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 Clywedog or any Contract to sell, distribute or commercialize any products or service of Clywedog, in each case, except for Clywedog Contracts entered into in the Ordinary Course of Business; (xiii) each Clywedog Contract under which a third party would be entitled to receive a license or have any other rights in Intellectual Property of Clywedog, Beacon or any of their Affiliates at the time of or immediately after the Merger Effective Time; (xiv) a Labor Agreement; (xv) each Clywedog Contract providing for severance, termination compensation, retention or stay pay, change in control payments, or transaction-based bonuses; or (lxvi) any other agreementClywedog Contract that is not terminable at will (with no penalty or payment) by Clywedog, contract or commitment and (excluding real and personal property leasesA) which involve an annual involves payment or receipt by Company Clywedog after the date of this Agreement under any such agreement, contract or commitment of more than $50,000 250,000 in the aggregate, or more obligations after the date of this Agreement in excess of $250,000 in the aggregate or (B) that is material to the business or operations of Clywedog taken as a whole. (b) Clywedog has delivered or made available to the Beacon accurate and complete copies of all Clywedog Contracts described in clauses (i)-(xvi) of the immediately preceding sentence (any such Clywedog Contract, a “Clywedog Material Contract”), including all amendments thereto. There are no Clywedog Material Contracts that are not in written form. Neither Clywedog nor any if Subsidiaries has, nor to the Knowledge of Clywedog as of the date of this Agreement, has any other party to a Clywedog Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Clywedog Material Contract in such manner as would permit any other party to cancel or terminate any such Clywedog Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a Clywedog Material Adverse Effect. As to Clywedog and its Subsidiaries, as of the date of this Agreement, each Clywedog Material Contract is not cancelable without penalty within thirty (30) daysvalid, 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 Clywedog Material Contract or any other material term or provision of any Clywedog Material Contract.

Agreements, Contracts and Commitments. Except as set forth in (a) Section 2.17 2.13(a) of the Company Disclosure ScheduleSchedule lists the following Company Contracts in effect as of the date of this Agreement (each, a “Company is not a party to or bound by:Material Contract” and collectively, the “Company Material Contracts”): (ai) any each Company Contract constituting a material bonus, deferred compensation, severance, change in control, retention, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bii) each Company Contract 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 other than any employment or consulting agreement, contract employment contract, offer letter, or commitment with any officer similar arrangement that is terminable “at-will” without penalty, Liability or director level employeeseverance (statutory, not terminable by Company on contractual, or otherwise), or that can be terminated without penalty, Liability or premium upon notice of thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willor less; (ciii) each Company Contract relating to any agreement of indemnification or guaranty not entered into in the Ordinary Course of Business; (iv) each Company Contract containing: (A) any covenant limiting the freedom of the Company or the Surviving Corporation to engage in any line of business or compete with any Person, (B) any most-favored pricing arrangement, (C) any exclusivity provision, or (D) any non-solicitation provision; (v) each Company Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $50,000 not cancelable without penalty; (vi) each Company Contract relating to any agreement or plan, including, without limitation, including any stock option plan, stock appreciation right plan or stock purchase planplan with any employee or other individual consultant, independent contractor or director, 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; (dvii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between each Company and any of its officers or directors; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force Contract relating to the disposition or acquisition of material assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseEntity; (iviii) each Company Contract relating to any mortgages, indentures, loans 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; (jix) any joint marketing each Company Contract requiring payment by or development agreement; to the Company after the date of this Agreement in excess of $50,000 relating to: (kA) any distribution agreement (identifying any that contain exclusivity provisions)provisions);(B) any dealer, distributor, joint marketing, alliance, joint venture, cooperation, development or 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 Intellectual Property Rights that will not be owned, in whole or in part, by the Company; oror (C) 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 of Business; (lx) each Company Contract with any Person, 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 with any Governmental Body; (xiii) each Contract granting the Company a license to any Intellectual Property Right owned by any third party that involves payments by the Company in excess of $50,000 per annum, excluding any non-disclosure agreements, commercially available software-as-a-service offerings, off-the-shelf software licenses or generally available patent license agreements entered into in the Ordinary Course of Business, provided that in connection with each of such excluded categories the Company can obtain a reasonable replacement without material delay, incremental expense or incremental cost (each a “Company In-bound License”); (xiv) each Contract whereby the Company grants to a third party a license or option to obtain a licenses to, or otherwise provides any right (whether or not currently exercisable) or interest in, any Company IP or Intellectual Property Right licensed to the Company under a Company In-bound License, excluding licenses granted to customers of the Company in the Ordinary Course of Business or that do not involve payments to the Company in excess of $50,000 in the aggregate; (xv) each Company Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of the Company; (xvi) any other agreementCompany Contract that is not terminable at will (with no penalty or payment) by the Company, contract and which involves payment or commitment (excluding real and personal property leases) which involve an annual payment receipt by the Company after the date of this Agreement under any such agreement, contract or commitment of more than $50,000 or more in the aggregate aggregate, or obligations after the date of this Agreement in excess of $50,000 in the aggregate, or (xvii) any other Company Contract that is material to the business or operations of the Company as currently conducted. (b) The Company has delivered or made available to MTS accurate and complete copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. The Company has not, nor to the Company’s Knowledge, as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received notice that it breached, violated or defaulted under, any of the terms or conditions of any Company Material Contract in such manner as would permit any other party to cancel or terminate any such Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to be material to the Company or its business. As to the Company, as of the date of this Agreement, each Company Material Contract is not cancelable without penalty within thirty (30) daysvalid, 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 amount paid or payable to the Company under any Company Material Contract or any other material term or provision of any Company Material Contract.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on Schedule 4.16, the Company Disclosure Scheduledoes not have, Company and is not a party to or is not bound byby any of the following Contracts: (ai) any bonuscollective bargaining agreement; (ii) any employment or consulting Contract commitment with any Employee, contractor, consultant, advisor or member of the Company’s board of directors; (iii) any bonus or any other incentive compensation, deferred compensation, severance, incentive compensationsalary continuation, pension, profit-profit sharing or retirement plansplan, or any other employee benefit plans plan or arrangementsarrangement, that is not listed on Schedule 4.24(a); (biv) any employment commission and/or sales agreement with an Employee, individual consultant or consulting agreementsalesperson, contract or commitment with any officer under which a firm or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides commission or sales-based services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will, that is not listed on Schedule 4.25(b) or 4.26(c); (cv) any agreement or plan, including, without limitation, including 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 the Closing or any of the other transactions contemplated by this Agreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of the Closing or any of the other transactions contemplated by this Agreement or the Related Agreements; (vi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $25,000 per annum; (viii) any Contract of indemnification or guaranty to any third party other than pursuant to the Standard Support Agreement; (dix) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (e) any agreement, contract or commitment Contract containing any covenant limiting the freedom of the Company to engage in any line of business or in any geographic territory or to compete with any personPerson, or which grants to any Person any exclusivity to any geographic territory, any customer, or any Customer Product or Service; (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations payments in excess of $25,000 per annum in any individual case or $50,000 and not cancelable without penaltyper annum in the aggregate; (hxi) any agreement, contract or commitment currently in force Contract not already fully performed relating to the acquisition or disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of the Company’s business or any ownership agreement relating to the acquisition of assets or any interest in any corporation, partnership, joint venture or other business enterprise; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments Contract relating to the borrowing of money or the extension of creditcredit or evidencing any Debt; (jxiii) other than the Standard Support Agreements, any purchase order or Contract (including for services) involving in excess of $25,000 per annum in any individual case or $50,000 per annum or more in the aggregate; (xiv) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant Contract involving amounts in excess of $25,000 per annum in any individual case or $50,000 per annum or more in the aggregate; (xv) any Contract pursuant to which the Company has granted or may be obligated to grant in the future, to any Person, a source-code license or option or other right to use or acquire source code, including any Contract that provide for source code escrow arrangements; (xvi) any sales representative, original equipment manufacturer, value added re-seller, re-marketer or other agreement for distribution of the Company’s Products or Services, or the products or services of any other Person; (xvii) any agreement pursuant to which the Company has advanced or loaned any amount to any stockholder of the Company or any Employee or consultant thereof, other than business travel advances in the ordinary course of business consistent with past practice; (xviii) any joint marketing venture, partnership, strategic alliance or development agreementother agreement involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (kxix) any distribution commitment to any Person to provide or deliver any product or service, or to support or maintain any product or service, on, in conjunction with or interoperating with any third party product, service or platform (a “Third Party Platform”), which Third Party Platform is not currently fully interoperable with such product or service or with respect to which the Company must undertake any efforts to be so fully interoperable, and each commitment to develop, improve or customize any product or service; (xx) each proposed agreement (identifying as to which any that contain exclusivity provisions)bid, offer, written proposal, term sheet or similar document has been submitted by or received by the Company; or (lxxi) other than the Standard Support Agreements, any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of Contract that involves $50,000 25,000 per annum or more in the aggregate and or is not cancelable without penalty within thirty upon sixty (3060) daysdays notice or less. Each Contract required to be set forth on Schedule 4.16 is in full force and effect and is valid, binding and enforceable in accordance with its terms and the Company is not in default thereunder, nor to the knowledge of the Seller Parties is any party obligated to the Company pursuant to any such Contract in default thereunder. The Company is in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any Contract, nor does the any Seller Party have knowledge of any event or occurrence that would reasonably be expected to constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both).

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 2.11(a) of the Company Lanacom Disclosure Schedule, Company is not neither Lanacom nor any of the Lanacom Subsidiaries have continuing obligations under, nor are any of them a party to or nor are bound by: (ai) any voluntary recognition agreements, accreditation order or collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay, post- employment liabilities or obligations or "golden parachute" provisions (or similar provisions which provide for payment of consideration upon the completion of the transactions contemplated herein); (iii) any bonus, incentive, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having annual lease payments individually in excess of $25,000; (viii) any agreement of indemnification indemnification, warranty or guaranty not entered into other than in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of Company Lanacom or any of the Lanacom Subsidiaries to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not any material assets, or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporationLanacom and the Lanacom Subsidiaries' business, partnership, joint venture or other business enterprisetaken as a whole; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (jxiii) any distribution, joint marketing or development agreement; (kxiv) any distribution agreement (identifying agreement, contract or commitment with any that contain exclusivity provisions); orcustomer which, during the last two fiscal years of Lanacom, accounted, or is expected to account during Lanacom's current fiscal year, for more than 5% of Lanacom's revenue or trade payables; (lxv) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days; (xvi) transfer or license to any third party or otherwise extend, amend or modify any rights to Lanacom Intellectual Property or acquire, license or otherwise procure any intellectual property right of any third party; or (xvii) enter into any agreement restricting Lanacom or any of the Lanacom Subsidiaries from any business activity. (b) Except for any alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, all as noted in Section 2.11(b) of the Lanacom Disclosure Schedule, neither Lanacom nor any of the Lanacom Subsidiaries have breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is bound (including those set forth in the Lanacom Disclosure Schedule (any such agreement, contract or commitment, of Lanacom or its Subsidiaries (a "Lanacom Contract")). Each Lanacom Contract is in full force and effect and, except as otherwise disclosed in Section 2.11(b) of the Lanacom Disclosure Schedule, is not subject to any default thereunder of which Lanacom or any of the Lanacom Subsidiaries is aware by any party obligated to Lanacom or any of the Lanacom Subsidiaries pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 (a) As of the date hereof, neither the Company Disclosure Schedule, Company nor any of its Subsidiaries is not a party to or to, nor are they bound by: (ai) any bonusEmployee Agreement in effect as of the date of this Agreement, deferred compensation, other than (A) Company Options and other than standard offer letters that do not contain terms regarding severance, incentive compensation, pension, profit-sharing change in control or retirement plans, similar payments or (B) agreements between the Company or any other employee benefit plans of its ERISA Affiliates and any consultant or arrangementscontractor relating to the performance of services for the Company or any of its ERISA Affiliates (in either case, the forms of which have previously been provided to Parent); (b) any employment or consulting agreement, contract or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (cii) any agreement or plan, including, without limitation, plan (including any stock option planCompany Option Plan, stock appreciation right rights plan or stock purchase plan, ) any of the benefits of which will could be increased, or the vesting of benefits of which will could be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (except as required 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; (diii) any agreement lease of indemnification personal property providing for payments in excess of $25,000 individually or guaranty not entered into $100,000 in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsaggregate; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (giv) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments after the date hereof in excess of $50,000 and not cancelable without penalty25,000 individually or $100,000 in the aggregate; (hv) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (ivi) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or money, extension of creditcredit or security interest; (jvii) any pending purchase order or contract for the purchase of materials involving in excess of $25,000 individually or $100,000 in the aggregate; (viii) any powers of attorney; (ix) any agreement containing any price protection, “most favored nation” or similar provisions; (x) any partnership, joint marketing venture, strategic alliance or development similar agreement; (kxi) any material Contract to which an Interested Party is a party, other than Contracts relating to the acquisition of equity securities of the Company or relating to an Interested Party’s employment or service relationship with the Company; (xii) any dealer, distribution, joint marketing, development agreement, sales representative, original equipment manufacturer, value added, remarketer, reseller, or independent software vendor, or other agreement for marketing, sales, provision or distribution agreement (identifying any of the Company’s products, technology or services and that contain exclusivity provisions)is material to the Company’s business; or (lxiii) any other agreementContract, contract including any service, operating or commitment management agreement or arrangement with respect to any of the Company’s properties (excluding real and personal property leases) which involve an annual payment by Company under any such agreementwhether leased or owned), contract or commitment that involves in excess of $50,000 or more in the aggregate 100,000 and is not cancelable without penalty within thirty (30) days. (b) The Company and its Subsidiaries are in compliance in all material respects with, and have not received notice prior to the date of this Agreement that they have breached, violated or defaulted under any of, the terms or conditions of any Contract required to be set forth on Section 3.14(a) of the Company Disclosure Schedule, nor has there occurred any event or condition that could reasonably be expected to constitute such a breach, violation or default by the Company or its Subsidiaries with the lapse of time, giving of notice or both. Each Contract required to be set forth on Section 3.14(a) of the Company Disclosure Schedule is in full force and effect (except to the extent that such Contracts are terminated in a manner permitted under Section 5.1(b)(iii)) and, to the Company’s Knowledge, no third party obligated to the Company or any of its Subsidiaries pursuant to any such Contract is subject to any default thereunder. (c) The Company has delivered to Parent true, correct and complete copies of all Contracts listed in Section 3.14(a) of the Company Disclosure Schedule, including all amendments, supplements, exhibits and ancillary agreements thereto.

Agreements, Contracts and Commitments. (a) Except as for the Customer Agreements set forth in Section 2.17 on SCHEDULE 3.10 and other agreements set forth on SCHEDULE 3.15 (true and correct copies of which have been made available to the Company Disclosure ScheduleBuyer), the Company is not a party to or and it is not bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cii) 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 Transactions 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; (diii) any agreement of indemnification fidelity or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers surety bond or directorscompletion bond; (eiv) any lease of personal property with fixed annual rental payments in excess of $10,000; (v) any agreement, contract contract, commitment or commitment grant containing any covenant limiting the freedom of the Company or any of its subsidiaries to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gvi) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty10,000 either individually or in the aggregate; (hvii) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (iviii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, security agreements agreement or other agreements agreement or instruments instrument relating to the borrowing of money or money, the extension of creditcredit or placing of Liens on any assets of the Company; (jix) any guaranty of any obligation for borrowed money or otherwise; (x) any purchase order or contract for the purchase of materials involving in excess of $10,000 either individually or in the aggregate; (xi) any dealer, distribution, joint marketing or development agreement; (kxii) any sales representative, original equipment manufacturer, value added, remarketing or other agreement for distribution of the Company's products or services; (xiii) any collective bargaining agreement or contract with any labor union; (identifying xiv) any that contain exclusivity provisions)medical insurance or similar plan; or (lxv) any other agreement, contract contract, commitment or grant pursuant to which the obligations of any party thereto is in excess of $10,000. (b) To the best knowledge of each Shareholder and the Seller, the Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any existing agreement (including Customer Agreements), contract, grant, covenant, instrument, lease, license or commitment to which the Company is a party or by which it is bound (excluding real collectively, a "Contract"), nor is any Shareholder or the Seller aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. To the best knowledge of each Shareholder and personal property leases) which involve an annual payment by Company under any such agreementthe Seller, contract or commitment of $50,000 or more each Contract is in the aggregate full force and effect and is not cancelable subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required thereunder for such Contracts to remain in effect without penalty within thirty (30) daysmodification or termination after the Closing. Following the Closing Date, the Company will be permitted to exercise all of its rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay had the Transactions not occurred.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 4.12 of the Company Purchaser Disclosure Schedule, Company the Purchaser does not have continuing obligations under, is not a party to or nor is it bound by: (a) any collective bargaining agreements; (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, other than as contemplated herein or in the Employment Agreements (as defined below); (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (ce) 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; (df) any fidelity or surety bond; (g) any lease of personal property having annual lease payments individually in excess of $25,000; (h) any agreement of indemnification or guaranty not entered into other than in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (ei) any agreement, contract or commitment containing any covenant limiting the freedom of Company the Purchaser to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gj) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hk) any agreement, contract or commitment currently in force relating to the disposition or acquisition of material assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Purchaser's business; (il) any purchase order or contract for the purchase of raw materials involving $25,000 or more; (m) any construction contracts; (n) any agreement, contract or commitment, including distribution or agency or sales representative agreements, with any party which, during the last two fiscal years of the Purchaser, accounted for, or is expected to account during the Purchaser's current fiscal year, for more than 5% of the Purchaser's revenue or trade payables; (o) any mortgages, indentures, 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 (jviii) hereof. The Purchaser has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the material terms or conditions of (i) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment set forth in Schedule 4.12 of the Purchaser Disclosure Schedule, or (excluding real and personal property leasesii) any other material agreement, contract or commitment to which involve an annual payment it is a party or by Company under which it is bound (any such agreement, contract or commitment commitment, a "CONTRACT"). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 4.12 of $50,000 or more in the aggregate and Purchaser Disclosure Schedule, is not cancelable subject to any default thereunder of which the Purchaser is aware by any party obligated to the Purchaser pursuant thereto, other than late payments, nonpayment. The Purchaser has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the transactions contemplated by this Agreement, other than any consent required by Section 4.24, or as are required or advisable in order to remain in effect without penalty within thirty (30) daysmodification after the transactions contemplated by this Agreement. Each Contract requiring any consent, waiver or third-party approval as a result of the transaction contemplated by this Agreement is disclosed in Schedule 4.24 of the Purchaser Disclosure Schedule. Neither the execution of this Agreement nor consummation of the transactions contemplated hereby will cause any default or breach under any Contract, including without limitation any key man clause in any Contract, or the acceleration of any payment obligation of the Purchaser.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the Company Disclosure Scheduleshown on Schedule 3.11 or any other Schedule delivered by CPI hereunder, Company CPI is not a party to or bound byliable in connection with and has not made or granted any oral or written: (a) any employment agreement or profit-sharing, bonus, incentive, deferred compensation, severancestock option or purchase, incentive compensationseverance pay, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangementssimilar plan or arrangement; (b) any employment note, loan, credit, security or consulting agreement, contract guaranty agreement or commitment with any officer or director level employee, not terminable by Company on thirty (30) days notice without liability, except other obligation relating to the extent general principles borrowing of wrongful termination may limit Company’s ability to terminate employees at willmoney; (c) 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 increasedlicense agreement, or the vesting of benefits of which will be acceleratedsales representative, by the occurrence of any of the transactions contemplated by this Agreement distributor, franchise, advertising or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementproperty management agreement; (d) agreement for the future purchase by CPI of any material, equipment, services or supplies in an amount in excess of $5,000 in any instance or $25,000 in the aggregate; (e) agreement for the future sale by CPI of indemnification any materials, equipment, services or guaranty supplies in an amount in excess of $5,000 in any instance or $25,000 in the aggregate; (f) insurance or indemnity contract, bank account and other depositary arrangement (including the names of persons authorized to draw thereon) or power of attorney; (g) agreement, not entered into elsewhere specifically disclosed pursuant to this Agreement, involving, or providing any benefit to, any officer, director, employee or stockholder of CPI; (h) agreement or arrangement for the sale of any of its assets or the grant of any preferential rights to purchase any of its assets, property or rights or requiring the consent of any party to the transfer and assignment of such assets, property or rights; (i) any contracts, agreements or other arrangements imposing a non-competition, non-solicitation or similar obligation on CPI; and (j) any other material agreement whether or not in the ordinary course of business. No third party has given notice to CPI of any claim, including dispute or controversy with respect to any indemnification agreements between Company of the contracts listed on Schedule 3.11, nor has CPI or ILCT received notice or warning of alleged nonperformance, delay in delivery or other noncompliance by CPI with respect to its obligations under any of such contracts, nor, to the best knowledge of CPI and ILCT, are there any facts indicating that any of such contracts may be totally or partially terminated or suspended by the other parties thereto, or that CPI is in default of any of its officers or directors; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures obligations thereunder. CPI enjoys peaceful and involving future obligations in excess of $50,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (i) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (j) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment (excluding real and personal property leases) undisturbed possession under all leases under which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) daysit operates.

Agreements, Contracts and Commitments. Except as set forth on Section 3.12 of the Disclosure Schedule, the Company does not have, is not a party to nor is bound by: (i) any collective bargaining agreements, (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (iii) except as set forth in Section 2.17 of 3.12(iii) to the Company Disclosure Schedule, Company is not a party to or bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) except as set forth in Section 3.12(iv) to the Disclosure Schedule any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;contract or commitment with a firm or other organization, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $10,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment containing any covenant limiting the freedom ability of the Company to engage in any line of business or to compete with any person;, (fx) any license, agreement, contract or commitment relating except as set forth in Section 3.7(k) to any Material Company IP Right; (g) the Disclosure Schedule any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;10,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract for the purchase of raw materials involving $10,000 or more, (xiv) except as set forth in Section 3.12(xiv) to the Disclosure Schedule any construction contracts, (xv) any distribution, joint marketing or development agreement;, (kxvi) any distribution agreement (identifying agreement, contract or commitment with any that contain exclusivity provisions); customer which, during the last two fiscal years of the Company, accounted for, or is expected to account for, more than 10% of the Company's revenue or trade payables, or (lxvii) except as set forth in Sections 3.12(iii), 3.12(iv), 3.12(xiv) and 3.7(k) to the Disclosure Schedule any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 10,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is a party or by which it is bound (any such agreement, contract or commitment, a "Contract") which breach, violation or default would either give rise to a right to terminate a Contract or a material portion thereof or would result in additional liability to the Company in excess of $5,000 individually or in the aggregate. Each Contract is valid and binding on the Company and is in full force and effect and is not, to the knowledge of the Company and the Shareholders after due investigation, subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract as are required in connection with the Merger, or as are required in order that any such Contract remain in effect without modification after the Merger ("Consents").

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the Disclosure Schedule (specifying the appropriate paragraph), neither the Company Disclosure Schedule, Company nor any of its Subsidiaries is not a party to to, or bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson (other than "at will" employment agreements entered into in the ordinary course of business), any officer agreement, contract or director level commitment to grant any severance or termination pay (in cash or otherwise) to any employee, not terminable by Company on thirty (30) days notice without liabilityor any consulting or sales agreement, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;contract, or commitment with a firm or other organization; EXECUTION VERSION (cii) 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of personal property; (v) any lease of real property; (vi) except as provided in Section 2.17(a)(vii) below, any agreement of indemnification or guaranty; (vii) any agreement of indemnification under any End User Agreement that (A) does not eliminate the Company's or guaranty not entered into in its Subsidiaries' potential liability for consequential or incidental damages or (B) place a cap on the ordinary course potential liability of business, including any indemnification agreements between the Company and any of or its officers or directorsSubsidiaries under such agreement; (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gviii) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty10,000 individually or $10,000 in the aggregate; (hix) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business the Company's or any ownership interest in any corporation, partnership, joint venture or other business enterpriseits Subsidiaries' business; (ix) 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; (jxi) any purchase order or contract for the purchase of materials involving in excess of $10,000 individually; (xii) any construction contracts; (xiii) any partnership, dealer, distribution, joint marketing marketing, joint venture, strategic alliance, affiliate, development agreement or development similar agreement; (kxiv) any distribution agreement (identifying agreement, contract or commitment to alter the Company's interest in any that contain exclusivity provisions); orcorporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (lxv) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution of the products, technology or services of the Company or its Subsidiaries; or EXECUTION VERSION (xvi) other than customer purchase orders, any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract that involves $10,000 individually or commitment of $50,000 or more 10,000 in the aggregate or more with respect to any Person and is not cancelable without penalty within thirty (30) 30 days. (b) Except as set forth in Section 2.17(b) of the Disclosure Schedule, there are no end-user customers that account for greater than five percent (5%) of the Company's net sales. Section 2.17(b) of the Disclosure Schedule contains a list of the Company's 10 largest resellers for each of the audited fiscal year ended December 31, 2003 and the 12 months ended December 31, 2004 and sets forth opposite the name of each such reseller the percentage of net sales attributable to such reseller. During the last 12 months, the Company has not received any written notices or threats of termination from any of such resellers that any such reseller intends or otherwise anticipates a termination or material reduction in the level of business with the Company. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.17 (each a "Material Contract" and collectively, the "Material Contracts") have been delivered to Parent. Each Material Contract to which the Company is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company. Each of the Company and its Subsidiaries, as applicable, is in compliance with and has not breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any such Material Contract. No party obligated to the Company pursuant to any such Material Contract has breached, violated or defaulted under such Material Contract, or taken any action or failed to act, such that, with the lapse of time, giving of notice or both, such action or failure to act would constitute such a breach, violation or default under such Material Contract by any such other party. (c) All outstanding indebtedness of the Company or its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. Except as set forth in (a) Section 2.17 3.18(a) of the Company Disclosure Schedule, lists all of the following to which the Company is not a party to or bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting contract with an employee or individual consultant or salesperson, or consulting or sales agreement, contract contract, or commitment with any officer a firm or director level employeeother organization (other than offer letters, not terminable by Company on thirty (30) days notice without liability, except employee invention assignment agreements and option agreements pursuant to the extent general principles Company's standard form previously provided to Parent; provided that there are no substantive modifications from such form; and provided, further, in the case of wrongful termination may limit Company’s ability employee invention assignment agreements, that the employee has not excepted any inventions that are related to terminate employees at willany Intellectual Property used in connection with Company Products); (cii) any agreement Contract 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 any subsequent event 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; (diii) any agreement of indemnification fidelity or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers surety bond or directorscompletion bond; (eiv) any agreement, contract lease of personal property having a value in excess of $25,000 individually or commitment containing any covenant limiting $50,000 in the freedom of Company to engage in any line of business or compete with any personaggregate; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gv) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $25,000 individually or $50,000 and not cancelable without penaltyin the aggregate; (hvi) any agreement, contract or commitment currently in force with customers of the Company that individually accounts for five percent (5%) or more of the Company's revenues; (vii) any agreement, contract or commitment relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (iviii) 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; (jix) any purchase order or contract for the purchase of materials or services involving single source suppliers, custom manufacturers or involving in excess of $25,000 individually or $50,000 in the aggregate; (x) any construction contracts; (xi) any dealer, distribution, joint marketing or development agreement; (kxii) any sales representative, original equipment manufacturer, value added, remarketer, distributor, reseller, or independent software vendor, or other agreement for distribution of the Company's products, technology or services by a third party; (xiii) any Contract of indemnification or any guaranty other than any Contract of indemnification entered into in connection with the sale, license, distribution and development of Intellectual Property and advertising in the ordinary course of business; (xiv) any Contract currently in force to provide source code to any third party for any product or technology; (xv) any material settlement agreement entered into prior to the date of this Agreement pursuant to which the Company has continuing obligations or rights; (identifying xvi) any that contain exclusivity provisions)Contract not listed in Section 3.18 (a) through (xv) of the Company's Disclosure Statement under which the consequences of a default or termination would reasonably be anticipated to have a Material Adverse Effect on the Company; (xvii) any executory agreement under which the Company has advanced or loaned any amount to any of its directors, officers, and employees; (xviii) any revenue or profit participation Contract which involves aggregate annual payments of more than $20,000; or (lxix) any other agreement, contract Contract that involves $25,000 individually or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 or more in the aggregate or more and is not cancelable without penalty within thirty (30) days, and any other Contract that is not cancelable without penalty within twelve (12) months.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 The following agreements, contracts or commitments with respect to which EpiCept or one of the Company Disclosure Schedule, Company its subsidiaries is not a party or is bound are referred to or bound byherein as the “EpiCept Contracts”: (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 employeeemployee or member of EpiCept’s Board of Directors, not other than those that are terminable by Company EpiCept or any of its subsidiaries on no more than thirty (30) days days’ notice without liability, except liability or financial obligation to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willEpiCept; (cb) 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 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; (dc) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguaranty; (ed) any agreement, contract or commitment containing any covenant limiting in any respect the freedom right of Company EpiCept or any of its subsidiaries to engage in any line of business or to compete with any personperson or granting any exclusive distribution or marketing rights; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (he) any agreement, contract or commitment currently in force relating to the disposition or acquisition by EpiCept or any of its subsidiaries after the date of this Agreement of assets in excess of $150,000 not in the ordinary course of business or pursuant to which EpiCept has any material ownership interest in any corporation, partnership, joint venture or other business enterpriseenterprise other than EpiCept’s subsidiaries; (if) any dealer, distributor, joint marketing, alliance, development or other agreement currently in force under which EpiCept or any of its subsidiaries have continuing material obligations to jointly market any product, technology, compound or service, or any material agreement pursuant to which EpiCept or any of its subsidiaries have continuing material obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by EpiCept or any of its subsidiaries; (g) any material agreement, contract or commitment currently in force to license any third party to manufacture or reproduce any EpiCept product, technology, compound or service or any material agreement, contract or commitment currently in force to sell or distribute any EpiCept product, compound or service except agreements with distributors or sales representatives in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Maxim; (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 creditcredit (other than trade payables arising, and advances to employees made, in the ordinary course of business consistent with past practice); (ji) any joint marketing or development agreement; settlement agreement entered into within five (k5) any distribution agreement (identifying any that contain exclusivity provisions)years prior to the date of this Agreement; or (lj) any other agreement, contract or commitment (excluding real i) in connection with or pursuant to which EpiCept and personal property leases) which involve an annual payment by Company under any such agreementits subsidiaries will spend or receive (or are expected to spend or receive), contract or commitment of $50,000 or more in the aggregate and aggregate, more than $150,000 during the current fiscal year or during the next fiscal year, or (ii) that is not cancelable without penalty within thirty a material contract (30as defined in Item 601(b)(10) daysof Regulation S-K of the SEC rules).

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 ------------------------------------- Schedule 2.12(a) of the Company KnowledgeWell Disclosure ScheduleLetter, Company KnowledgeWell 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract agreement with an employee or commitment individual consultant or salesperson or consulting or sales agreement with any officer a firm or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;other organization, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of US$5,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of Company KnowledgeWell or its present and future affiliated entities to engage in any line of business or to compete with any person;, (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;US$20,000, (hxi) any agreement, contract or commitment currently in force agreement relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;KnowledgeWell's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract for the purchase of raw materials involving US$20,000 or more, (xiv) any construction contracts, (xv) any distribution, joint marketing or development agreement;, (kxvi) any distribution agreement (identifying pursuant to which KnowledgeWell has granted or may grant in the future, to any that contain exclusivity provisions); party a source-code license or option or other right to use or acquire source-code, or (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of $50,000 agreement that involves US$20,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of on Schedule 2.12(a), the Company Disclosure Scheduledoes not have, Company 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $25,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;25,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company’s business, (ixii) any mortgages, indentures, 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 (viii) hereof, (jxiii) any purchase order or contract for the purchase of raw materials involving $25,000 or more, (xiv) any construction contracts, (xv) any distribution, joint marketing or development agreement;, (kxvi) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions); orparty, a source-code license or option or other right to use or acquire source-code, (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days, (xviii) any licenses of intellectual property to or from any person, except for any commercial off-the-shelf software licenses, label licenses, “shrink wrap” or “click through” licenses or any other similar publicly available end user license agreements, (xix) any agreement containing registration rights with respect to any of its securities or pursuant to which the Company may be obligated to register any securities, (xx) any contract, agreement or other arrangement entitling any person or other entity to any profits, revenues or cash flows of the Company or requiring any payments or other distributions based on such profits, revenues or cash flows, or (xxi) any contracts or agreements with any director, officer or material stockholder of the Company, or with any person related to any such person or with any company or other organization in which any director, officer, or material stockholder of the Company, or anyone related to any such person, has a direct or indirect financial interest (for purposes hereof, the term “material stockholder” shall mean any person or entity that owns, beneficially or of record, more than five percent (5%) of any class or series of the Company’s capital stock). (b) Except for such alleged breaches, violations and defaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in Schedule 2.12(b), the Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Schedule 2.12(a) and Schedule 2.11(b) (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 2.12(b), is not subject to any default thereunder by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 2.14(a) of the Company Disclosure ScheduleSchedule (specifying the appropriate paragraph), the Company is not a party to to, or bound by: (ai) (A) any bonusemployment, deferred compensationcontractor, 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 Employee and (B) any agreement, contract or director level employee, not terminable by Company on thirty commitment to grant any severance or termination pay (30in cash or otherwise) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willany Employee; (cii) any agreement or plan, including, without limitation, including 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 or may 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; (diii) any fidelity or surety bond or completion bond; (iv) any lease of any real or personal property; (v) any agreement of indemnification indemnification, warranty or guaranty not entered into (excluding such agreements contained in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsStandard Form Agreements); (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gvi) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penaltypayments by the Company; (hvii) any agreement, contract or commitment currently in force Contract relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (iviii) 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; (jix) any purchase order or Contract for the purchase of materials or services involving payments by the Company in excess of $10,000; (x) any Contract relating to Intellectual Property Rights, excluding Shrink-Wrap and Open Source Licenses; (xi) any joint marketing or development affiliate agreement; (kxii) any dealer, distribution, sales representative, original equipment manufacturer, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution agreement of the Company Products; (identifying xiii) any that contain exclusivity provisions)joint venture or joint development arrangement; (xiv) any nondisclosure, confidentiality or similar agreement, other than nondisclosure agreements on the Company’s standard form which has been made available to Parent or confidentiality provisions contained in the Company’s Standard Form Agreements or in Contracts otherwise disclosed in Section 2.14(a) of the Disclosure Schedule; (xv) any Contract pursuant to which the Company is bound to or has committed to provide any product or service to any third party on a most favored nation basis or similar terms; or (lxvi) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract that involves $10,000 individually or commitment of $50,000 or more in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) The Company has made available to Parent true and complete copies of each Contract that has been requested by Parent or its counsel, which shall be deemed to include, but shall not be limited to, all Contracts required to be disclosed pursuant to Sections 2.2, 2.11, 2.12, 2.13 (including, for the avoidance of doubt, each Contract entered into on a Standard Form Agreement) and 2.14(a) (each a “Material Contract” and collectively, the “Material Contracts”) and each of the other documents listed on the Disclosure Schedule. (c) Each Material Contract to which the Company is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company, and, to the Knowledge of the Company, each other party thereto, enforceable against the Company, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms, and is in full force and effect with respect to the Company and, to the Knowledge of the Company, each other party thereto, subject to (i) laws of general application relating to bankruptcy, insolvency fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and (ii) general principles of equity. The Company is in compliance with and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract or any Contract relating to Shrink-Wrap or Open Source Materials, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any Material Contract subject to any material breach, violation or default thereunder, nor does the Company have Knowledge of any presently existing facts or circumstances that, with the lapse of time, giving of notice, or both would constitute such a material breach, violation or default by the Company or any such other party. As of the date hereof, there are no new Contracts being actively negotiated that would be required to be listed in Section 2.14(a). (d) The Company has fulfilled all material obligations required to have been performed by the Company prior to the date hereof pursuant to each Material Contract. (e) All outstanding Indebtedness for borrowed money of the Company may be prepaid without penalty.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 Part 2.9 of the Company Disclosure Schedule, Company is not a party to or bound bySchedule identifies: (a) each Company Contract relating to any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements, other than Company Contracts on the Company’s standard form offer letter entered into in the Ordinary Course of Business; (b) each Company Contract relating to the employment of, or the performance of employment-related services by, any employment Person, including any employee, consultant or consulting agreement, contract or commitment with any officer or director level employeeindependent contractor, not terminable at will by the Company on thirty (30) days notice without liabilityor its Subsidiaries, except to the extent general principles of wrongful termination law may limit the Company’s, the Company’s Subsidiaries’ or such successor’s ability to terminate employees at will; (c) 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; (d) each Company Contract relating to any agreement of indemnification or guaranty not entered into in the ordinary course Ordinary Course of business, including any Business other than indemnification agreements between the Company and any of its officers or directors; (e) any agreement, contract or commitment each Company Contract containing any covenant limiting the freedom of Company the Company, its Subsidiaries or the Surviving Corporation to engage in any line of business or compete with any personPerson; (f) any license, agreement, contract or commitment relating to any Material each Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations requiring payments after the date of this Agreement in excess of $50,000 and not cancelable without penalty; (hg) any agreement, contract or commitment currently in force each Company Contract relating to the disposition or acquisition of material assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseEntity; (ih) each Company Contract relating to any mortgages, indentures, loans 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 Company Subsidiary or any loans or debt obligations with officers or directors of the Company; (i) all material Contracts pursuant to which the Company or a Company Subsidiary grants any Person a license under any Company IP Rights, other than software licensed to customers in the Ordinary Course of Business; (j) other than “shrink wrap” and similar generally available commercial end-user licenses to software, all Contracts pursuant to which the Company or a Company Subsidiary is licensed to use any joint marketing or development agreementThird-Party IP Rights outside the Ordinary Course of Business; (k) each Company Contract (i) appointing a third party to distribute any distribution agreement Company product, service or technology (identifying any that contain exclusivity provisions); (ii) for a third party to provide services or products with respect to any pre-clinical or clinical development activities of the Company (iii) under which the Company or its Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which the Company or its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or such Company Subsidiary; or (iv) to license any third party to manufacture or produce any Company product, service or technology or any Contract to sell, distribute or commercialize any Company products or service except agreements in the Ordinary Course of Business; (l) each Company Contract with any financial advisor, broker, finder, investment banker or other Person providing advisory services to the Company in connection with the Contemplated Transactions; or (lm) any other agreement, contract or commitment which is not terminable at will (excluding real and personal property leaseswith no penalty or payment) by the Company which involve an annual involves payment or receipt by the Company or its Subsidiaries under any such agreement, contract or commitment of $50,000 100,000 or more in the aggregate or obligations after the date of this Agreement in excess of $100,000 in the aggregate. The Company has made available to Yumanity accurate and complete (except for applicable redactions thereto) copies of all Company Material Contracts, including all amendments thereto. There are no Company Material Contracts that are not in written form. Except as set forth in Part 2.9 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has, nor to the Company’s Knowledge, as of the date of this Agreement has any other party to a Company Material Contract, breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which the Company or its Subsidiaries is a party or by which it is bound of the type described in clauses (a) through (l) above (any such agreement, contract or commitment, a “Company Material Contract”) in such manner as would permit any party to cancel or terminate any Company Material Contract, or would permit any other party to seek damages which would reasonably be expected to be material. The consummation of the Contemplated Transactions shall not cancelable without penalty within thirty (30either alone or upon the occurrence of additional acts or events) daysresult in any material payment or payments becoming due from the Company, any Company Subsidiary or the Surviving Corporation to any Person under any Company Contract.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on Schedule 3.16, Schedule 3.25(a), Schedule 3.26(b), Schedule 3.26(c), or Schedule 3.25(g), neither the Company Disclosure Schedulenor any of its Subsidiaries has, Company is not a party to or is bound by: (ai) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangementscollective bargaining agreement; (bii) any employment or consulting agreement, contract or commitment with any officer current Employee, contractor, consultant or director level employeeadvisor or with any other Employee or former contractor, not terminable by consultant, or advisor under which the Company on thirty (30) days notice without or any of its Subsidiaries has any outstanding obligation or liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (ciii) any bonus or any other incentive compensation, deferred compensation, severance, salary continuation, pension, profit sharing or retirement plan, or any other employee benefit plan or arrangement; (iv) any commission and/or sales agreement with any current Employee, individual consultant or salesperson, or with any other Employee, former individual consultant or former salesperson under which the Company or any of its Subsidiaries has any outstanding liability or obligation, or under which a firm or other organization provides commission or sales-based services to the Company or any of its Subsidiaries; (v) 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 the Merger or any of the other transactions contemplated by this Agreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of $100,000; (viii) any agreement of indemnification or guaranty not to any third party (other than agreements for the sale or resale of Company Products entered into in the ordinary course of businessbusiness which provide indemnification only for patent infringement and which expressly disclaim special, including any consequential and punitive damages and for which the indemnification agreements between liability of the Company and any of its officers or directorsSubsidiaries in the aggregate is not material); (eix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or in any geographic territory or to compete with any personPerson, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or service; (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty100,000; (hxi) any agreement, contract or commitment currently in force agreement relating to (A) the acquisition or disposition or acquisition of assets not in outside the ordinary course of business the Company’s or any ownership of its Subsidiaries’ business, in each case involving $100,000 or more or (B) the acquisition or disposition of any interest (including any asset purchase, whether or not in excess of $100,000) in any corporation, partnership, joint venture or other business enterprise; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit, including guaranties referred to in clause (viii) hereof, other than accounts receivable and accounts payable arising in the ordinary course of business; (jxiii) any joint marketing unpaid or development agreementunperformed purchase order or purchase contract (including for services) involving $100,000 or more; (kxiv) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement involving $100,000 or more; (xv) any agreement pursuant to which the Company or any of its Subsidiaries has granted or may be obligated to grant in the future, to any Person, a source-code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements; (xvi) any sales representative, original equipment manufacturer, value added re-seller, re-marketer or other agreement for distribution of the Company’s or any of its Subsidiaries’ products or services, or the products or services of any other Person, other than re-seller agreements that have generated less than $100,000 in sales over the last twelve (12) month period; (xvii) any agreement (identifying pursuant to which the Company has advanced or loaned any that contain exclusivity provisions)amount to any Stockholder of the Company or any Employee, or consultant thereof, other than business travel advances in the ordinary course of business consistent with past practice; or (lxviii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of agreement that involves $50,000 100,000 or more in the aggregate and or is not cancelable without penalty within thirty ninety (3090) days. Each Contract is in full force and effect. The Company and each of its Subsidiaries are in material compliance with and have not materially breached, violated or defaulted under, or received written notice that they have breached, violated or defaulted under, any of the terms or conditions of any Contract, nor does the Company have knowledge of any event or occurrence that would constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both).

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 of on SCHEDULE 2.12(a), the Company Disclosure Scheduledoes not have, Company 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any written employment or consulting agreement, contract or commitment (excluding "at will" employment relationships) with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles Company, and any other such agreement, contract or commitment involving payments in excess of wrongful termination may limit Company’s ability to terminate employees at will;$10,000 per annum, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $25,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (e) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gix) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments required to be made by the Company after the date of this Agreement in excess of $50,000 and not cancelable without penalty;25,000, (hx) any agreement, contract or commitment currently in force relating to the disposition or acquisition by the Company of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixi) any mortgages, indentures, 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 (viii) hereof, other than advances to employees for travel and business expenses in the ordinary course of business consistent with past practices, (jxii) any purchase order or contract for the purchase by the Company of raw materials involving $25,000 or more after the date of this Agreement, (xiii) any construction contracts, (xiv) any distribution, joint marketing or development agreement;, (kxv) any distribution agreement (identifying pursuant to which the Company has granted or may grant in the future, to any that contain exclusivity provisions); party, a source-code license or option or other right to use or acquire source-code, or (lxvi) any other agreement, contract or commitment that involves $25,000 or more or is not cancelable without penalty upon notice of thirty (excluding real 30) days or less. (b) Except for such alleged breaches, violations and personal property leasesdefaults, and events that would constitute a breach, violation or default with the lapse of time, giving of notice, or both, as are all noted in SCHEDULE 2.12(b), the Company is not in material breach, violation or default under, or received notice that it is in material breach, violation or default (except for notices relating to breaches, violations or defaults that have been cured or corrected in all material respects) which involve an annual payment by Company under under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on SCHEDULE 2.12(a), SCHEDULE 2.11(e), SCHEDULE 2.11(g), or SCHEDULE 2.11(h) (each such agreement, contract or commitment of $50,000 or more listed on SCHEDULE 2.12(a), SCHEDULE 2.11(e), SCHEDULE 2.11(g) and SCHEDULE 2.11(h), a "CONTRACT"). Each Contract is in the aggregate full force and effect and, except as otherwise disclosed in SCHEDULE 2.12(b), is not cancelable without penalty within thirty (30) dayssubject to any default thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set (a) Schedule 3.16 sets forth each material Contract to which the Company or any of its Subsidiaries is a party or by which they or their properties or assets are bound, in Section 2.17 each case identifying specifically each amendment, extension, exhibit, statement of work, attachment, addendum, appendix and any other similar instrument or document relating thereto, including (without regard to materiality) all of the Company Disclosure Schedule, Company is not a party to or bound byfollowing: (ai) any bonuscollective bargaining Contract; (ii) any Employment Agreement; (iii) any bonus or any other incentive compensation, deferred compensation, severance, incentive compensationsalary continuation, pension, profit-profit sharing or retirement plansplan, or any other employee benefit plans plan or arrangementsarrangement, that is not listed on Schedule 3.25(a); (biv) any employment commission and/or sales Contract with an Employee, individual consultant or consulting agreementsalesperson, contract or commitment with any officer under which a firm or director level employee, not terminable by Company on thirty (30) days notice without liability, except other organization provides commission or sales-based services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willCompany or any Subsidiary, that is not listed on Schedule 3.26(b) or 3.26(c); (cv) any agreement Contract or plan, including, without limitation, including 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 the Merger or any of the other transactions contemplated by this Agreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of the Merger or any of the other transactions contemplated by this AgreementAgreement or the Related Agreements; (dvi) any agreement fidelity or surety bond or completion bond; (vii) any lease of tangible personal property having a value individually in excess of $50,000; (viii) any Contract of indemnification or guaranty not to any third party (other than agreements for the sale or resale of Company Products entered into in the ordinary course of businessbusiness that provide indemnification only for patent infringement and that expressly disclaim special, including any consequential and punitive damages and for which the indemnification agreements between liability of the Company and any of its officers or directorsSubsidiaries in the aggregate is not material); (eix) any agreement, contract or commitment Contract containing any covenant limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or in any geographic territory or to compete with any personPerson, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or service; (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment Contract relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty100,000 in any individual case or $200,000 in the aggregate; (hxi) any agreement, contract or commitment currently in force Contract not already fully performed relating to the acquisition or disposition or acquisition of a material amount of assets not of a business or any material equity or ownership interest in any business enterprise outside the ordinary course of the Company’s or any of its Subsidiaries’ business or any Contract relating to the acquisition of a material amount of assets of a business of or any material equity or ownership interest in any corporation, partnership, joint venture or other business enterprise; (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments Contract relating to the borrowing of money or the extension of creditcredit or evidencing any Debt or securing such Debt; (jxiii) any unpaid or unperformed purchase order or other similar Contract (including for services) involving in excess of $100,000 in any individual case or $200,000 or more in the aggregate; (xiv) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant Contract; (xv) any Contract pursuant to which the Company or any of its Subsidiaries has granted or may be obligated to grant in the future, to any Person, a source-code license or option or other right to use or acquire source code, including any Contracts that provide for source code escrow arrangements; (xvi) any sales representative, original equipment manufacturer, value added re-seller, re-marketer or other Contract for distribution of the Company’s or any of its Subsidiaries’ products or services, or the products or services of any other Person; (xvii) any Contract pursuant to which the Company or any of its Subsidiaries has advanced or loaned any amount to any Stockholder of the Company or any Employee, consultant or independent contractor thereof or any of its Subsidiaries, other than business travel advances in the ordinary course of business consistent with past practice; (xviii) any joint marketing venture, partnership, strategic alliance or development agreementother Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (kxix) each proposed material Contract as to which any bid, offer, written proposal, term sheet or similar document has been submitted by or received by the Company or any of its Subsidiaries that, if accepted by the receiving party, would obligate the Company or any of its Subsidiaries thereunder; (xx) any distribution agreement Contract pursuant to which the Company or any of its Subsidiaries agreed to provide “most favored nation” pricing or other similar terms and conditions to any Person with respect to the Company’s or any of its Subsidiaries’ sale, distribution, license, or support of any Company Products or Services or any of its Subsidiaries; (identifying xxi) any Contract obligating the Company or any Subsidiary to provide development, maintenance, support or other professional services on a fixed price, maximum fee, cap, milestone or other basis that contain exclusivity provisions)provides for payment other than on an unrestricted “time and materials” basis; or (lxxii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of Contract that involves $50,000 100,000 or more in the aggregate and is not cancelable without penalty within thirty upon 60 days notice or less. (30b) daysEach Contract set forth or required to be set forth on Schedule 3.16 is in full force and effect and is valid, binding and enforceable in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now of hereinafter in effect relating to or affected creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). To the knowledge of the Company, no party obligated to the Company or any of its Subsidiaries pursuant to any such Contract is in material default thereunder. The Company and each of its Subsidiaries are in compliance in all material respects with and have not materially breached, violated or defaulted under, or received notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor does the Company have knowledge of any event or occurrence that would reasonably be expected to constitute such a material breach, violation or default (with or without the lapse of time, giving of notice or both). The Company is in compliance in all material respects with all delivery requirements, schedules and other milestones under all agreements set forth or required to be set forth on Schedule 3.16 that are either material or with a customer, reseller, distributor, original equipment manufacturer or pursuant to which the Company or any of its Subsidiaries is performing technology or software development or other services and the Company has no reasonable basis to believe it will not continue to remain in compliance with such requirements, in each case except to the extent that the Company is unable to comply because the other party or parties thereto have not complied with delivery requirements and other milestones applicable to such other party or parties. The Company has not incurred any material cost over-runs on any agreement set forth or required to be set forth on Schedule 3.16 that is either material or with a customer, reseller, distributor, original equipment manufacturer or pursuant to which the Company or any of its Subsidiaries is performing technology or software development or other services and the Company has no reasonable basis to believe it will incur any such cost over-runs. The Company has delivered to Parent accurate and complete copies of all Contracts required to be set forth on Schedule 3.16, including all amendments, extensions, exhibits, statements of work, attachments, addenda, appendices and any other similar instrument or document relating thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of on SCHEDULE 2.16, neither the Company Disclosure Schedulenor any of its Subsidiaries has, Company is not a party to or is bound by: (ai) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements;collective bargaining agreement, (bii) any employment or consulting agreement, contract or commitment with any officer or director level officer, director, employee, contractor, consultant, advisor or member of the Company's or Subsidiaries' Board of Directors, (iii) any bonus, deferred compensation, severance, salary continuation, pension, profit sharing or retirement plan, or any other employee benefit plan or arrangement that is not terminable by Company listed on thirty SCHEDULE 2.25(A) or 2.9(J), (30iv) days notice without liabilityany commission and/or sales agreement with an employee, except individual consultant or salesperson, or under which a firm or other organization provides commission or sales-based services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;Company or any Subsidiary, that is not listed on SCHEDULES 2.26(B), 2.26(C) or 2.9(J), (cv) except for the Standard Option Plan, any agreement or plan, including, including without limitation, 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 the Merger or any of the other transactions contemplated by this Agreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of the Merger or any of the other transactions contemplated by this Agreement;Agreement or the Related Agreements, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal property having a value individually in excess of $100,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of businessto any third party, including any indemnification agreements between Company and any of its officers or directors;including, without limitation, with respect to e-Commerce activity, (eix) any agreement, contract or commitment agreement containing any covenant limiting the freedom of the Company to engage in any line of business or in any geographic territory or to compete with any person;Person, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or service, (fx) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment agreement relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;100,000, (hxi) any agreement, contract or commitment currently in force agreement relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of the Company's or any Subsidiary's business or any ownership agreement relating to the acquisition of assets or any interest in any corporation, partnership, joint venture or other business enterprise;, (ixii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit;, including guaranties referred to in clause (viii) hereof, (jxiii) any unpaid or unperformed purchase order or purchase contract (including for services) involving $100,000 or more, (xiv) any dealer, distribution, content provider, destination site or merchant agreement involving $100,000 or more, (xv) any joint marketing (including any pilot program) or development agreement;, (kxvi) any agreement pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source-code license or option or other right to use or acquire source-code, including any agreements which provide for source code escrow arrangements, (xvii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of the Company's or any Subsidiary's products or services, or the products or services of any other Person involving $50,000 or more, (xviii) any agreement pursuant to which the Company has advanced or loaned any amount to any stockholder of the Company or any director, officer, employee, or consultant, other than business travel advances in the ordinary course of business consistent with past practice, (identifying xix) any contractual obligations that contain exclusivity provisions); the Company would be required to disclose pursuant to Item 303(a)(5) of Regulation S-K promulgated under the Exchange Act if the Company were an issuer with a class of securities registered pursuant to the Exchange Act, or (lxx) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of agreement that involves $50,000 100,000 or more in the aggregate and or is not cancelable without penalty within thirty ninety (3090) days. Each Contract is in full force and effect. The Company and each of its Subsidiaries are in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any Contract, nor does the Company have knowledge of any event or occurrence that would constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both).

Agreements, Contracts and Commitments. Schedule 3.27 lists all leases, contracts, agreements and instruments to which it is a party as of the date hereof and which are in any single case of material importance to the conduct of the business of Bradley (true and correct copies of each such document requested by ▇▇▇ ▇▇▇tnership have been previously delivered to the Partnership and a written description of each oral arrangement so listed). Except as set forth in Section 2.17 Schedule 3.27, Bradley does not have as of the Company Disclosure Scheduledate hereof (i) any collective barga▇▇▇▇▇ ▇greements or any agreements that contain any severance pay liabilities or obligations, Company is not a party to or bound by: (aii) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, programs or any other similar employee benefit plans or arrangements; , (biii) any employment or consulting agreement, contract or commitment with any officer or director level an employee, not terminable by Company on thirty or agreements to pay severance, (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (c) 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; (div) any agreement of guarantee or indemnification running from Bradley to any person or guaranty not entered into in the ordinary course of businessentity, including (v) any indemnification agreements between Company agreement, indenture or oth▇▇ ▇▇▇▇rument for borrowed money and any agreement or other instrument which contains restrictions with respect to payment of its officers dividends or directors; any other distribution in respect of the Converted Securities or any other outstanding securities, (evi) any agreement, contract or commitment containing any covenant limiting the freedom of Company Bradley to engage in any line of business or compete with any person; , (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g▇▇▇) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 25,000 and not cancelable without penalty; involving future payments, (hviii) amy agreement, contract or commitment relating to the acquisition of assets or capital stock of any business enterprise, or (ix) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not made in the ordinary course of business business. Except as set forth in Schedule 3.27, Bradley has not breached, nor to Bradley's Knowledge is there any cl▇▇▇ ▇▇ any legal basis for a clai▇ ▇▇▇▇ ▇▇adley has breached, any of the terms or conditions of any ownership interest agreemen▇, ▇▇▇▇ract or commitment set forth in any corporation, partnership, joint venture the Schedules or other business enterprise; (i) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit; (j) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (l) any other agreement, contract or commitment (excluding real and personal property leases) commitment, which involve an annual payment by Company under any such agreement, contract breach would have a Material Adverse Effect on Bradley or commitment of $50,000 or more in the aggregate and is not cancelable without penalty within thirty (30) daysProperties.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 or excepted from (by virtue of the Company specific exclusions contained in Section 2.13(g) or Section 2.13(h) of the --------------- --------------- Disclosure Schedule) Section 2.13(g) and Section 2.13(h) of the Disclosure --------------- --------------- Schedule, or as set forth in Section 2.14(a) of the Disclosure Schedule, the --------------- Company is not a party to or to, nor is it bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bi) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson, not terminable by Company on thirty (30) days notice without liabilityor consulting or sales agreement, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract, or commitment with a firm or other organization; (cii) 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; (diii) any indemnification agreement of indemnification with any officer or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsdirector; (eiv) any agreement, contract fidelity or commitment containing any covenant limiting the freedom of Company to engage in any line of business surety bond or compete with any personcompletion bond; (fv) any license, agreement, contract lease of personal property having a value in excess of $5,000 individually or commitment relating to any Material Company IP Right$10,000 in the aggregate; (gvi) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty5,000 individually or $10,000 in the aggregate; (hvii) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company's business; (iviii) 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; (jix) any purchase order or contract for the purchase of materials involving in excess of $5,000 individually or $10,000 in the aggregate; (x) any construction contracts; (xi) any dealer, distribution, joint marketing or development agreement; (kxii) any sales representative, original equipment manufacturer, value added, remarketer, reseller, or independent software vendor, or other agreement for use or distribution agreement (identifying any that contain exclusivity provisions)of the Company's products, technology or services; or (lxiii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract that involves $5,000 individually or commitment of $50,000 or more 10,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days.

Agreements, Contracts and Commitments. (a) Except as set forth on SCHEDULE 2.13(a) or as specifically set forth in Section 2.17 of the Company Disclosure ScheduleFinancials (including the notes thereto), the Company does not have, is not a party to or and is not 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment (excluding "at will" employee relationships) with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;, (cv) 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;, (dvi) any lease of personal property having a value individually in excess of $25,000, (vii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eviii) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gix) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;25,000, (hx) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;, including guaranties, (j) any joint marketing or development agreement; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (lxii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on SCHEDULE 2.13(a) or SCHEDULE 2.12(b) (any such agreement, contract or commitment, a "CONTRACT"). Each Contract is in full force and effect and is not subject to any material default thereunder, of which the Company has knowledge, by any party obligated to the Company pursuant thereto. Following the Closing Date, the Company will be permitted to exercise all of the Company's rights under the Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required to pay had the transactions contemplated by this Agreement not occurred.

Agreements, Contracts and Commitments. (a) Except as set forth in Section 2.17 2.15(a) of the Disclosure Schedule (specifying the appropriate subsection of this Section 2.15(a)), neither the Company Disclosure Schedule, nor any Company Subsidiary is not a party to or bound by, nor does the Company nor any Company Subsidiary have any continuing obligations under: (ai) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing Contract to grant any severance or retirement plans, termination pay (in cash or otherwise) to any other employee benefit plans Employee or arrangementsConsultant in excess of $100,000; (bii) any employment or consulting agreement, contract plan or commitment with any officer or director level employeeother Contract, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will; (c) any agreement or plan, including, without limitation, including 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 Transactions or any Related 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 AgreementTransactions; (diii) any collective bargaining, union or works council agreement of indemnification or guaranty not entered into in the ordinary course of businessany other Contract (each a “Labor Contract”) with a union, including trade union, works counsel, or any indemnification agreements between Company and any of its officers or directorsother labor-relations entity (each a “Labor Entity”); (eiv) any agreementManufacturing or supply agreements (and associated quality agreements), sponsored research agreements, collaboration agreements, grant agreements, pharmacovigilance agreements, clinical study agreements, medical information agreements, any agreements with a contract research organization or commitment containing any covenant limiting the freedom other provider of Company to engage in any line of business clinical trial or compete related services (excluding non-disclosure agreements with any personsuch contract research organization or other provider of clinical trial or related services), or any other agreement related to research, studies and tests conducted by or on behalf of the Company or its Affiliates; (fv) any license, agreement, contract or commitment relating to any Material Company IP Rightlease of personal property requiring annual payments in excess of $25,000; (gvi) any agreementContract that imposes surety, contract guaranty or commitment indemnification obligations on the Company or any Company Subsidiary; (vii) any Contract relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty75,000 individually or $200,000 in the aggregate; (hviii) any agreement, contract or commitment currently in force Contract relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseconsistent with past practice; (iix) any Contract under which the Company’s or any Company Subsidiary’s obligations continue for a period longer than twelve (12) months and is not cancelable without penalty upon notice of thirty (30) days or less; (x) 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; (jxi) any joint marketing purchase order or development agreementContract for the purchase of materials involving in excess of $75,000 individually or $200,000 in the aggregate; (kxii) any distribution agreement (identifying any that contain exclusivity provisions); orreseller, referral, advertising, agency, dealer, distributor, joint marketing, joint venture, partnership or strategic alliance Contract; (lxiii) any Contract, including any Contract to exclusively negotiate with, or grant right or right of first refusal or first offer to, any Person (other than Parent) related to the acquisition of the Company or any Company Subsidiary; (xiv) any Contract pursuant to which the Company or any Company Subsidiary has undertaken to, or pursuant to which the receipt of revenue by the Company or any Company Subsidiary is contingent upon, deliver products or service offerings not in commercial existence as of the date of this Agreement, and specifically not contingent upon the release of any new product or new version of an existing product; (xv) any Contract between the Company or any Company Subsidiary and a customer or partner of the Company or such Company Subsidiary pursuant to which paid fees must be refunded, payment of fees is contingent upon or an agreement may be terminated in the event a specified return on investment or similar success measure for use of the products or service offerings offered by the Company or such Company Subsidiary is not achieved; (xvi) any Contract (a) limiting the freedom of the Company or any Company Subsidiary to engage or participate, or compete with any other Person, in any line of business, market or geographic area, or to make use of any Company Intellectual Property, or (b) under which the Company or such Company Subsidiary grants most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of refusal, rights of first negotiation or similar rights or terms to any Person; (xvii) any Contract providing for the development of any Company Technology, excluding any Contract between the Company or a Company Subsidiary and an Employee or Consultant entered into on the Company’s or such Company Subsidiary’s standard form of employment or consulting agreement that has been made available to Parent; (xviii) any other agreementContract, contract including any service, operating or commitment (excluding real and personal property leases) which involve an annual payment by Company under management agreement or arrangement with respect to any such agreementLeased Real Property, contract that involves $75,000 individually or commitment of $50,000 or more 200,000 in the aggregate or more and is not cancelable without penalty within thirty (30) days; (xix) any Government Contract or Government Grant; or (xx) any Contract with any Material Customer or Material Supplier. (b) True, correct and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.15 (each, together with any Contract scheduled, or required to be scheduled, in connection with the representations set forth in Sections 2.12, 2.13, 2.14, 2.16, 2.21, a “Material Contract” and collectively, the “Material Contracts”) have been made available to Parent. Each Material Contract is a valid and binding agreement of the Company or such Company Subsidiary enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or such Company Subsidiary and, to the Knowledge of the Company, the other parties thereto. The Company and each Company Subsidiary is in compliance with, and has not materially breached, violated or defaulted under, or received written notice that a counterparty asserts that the Company or such Company Subsidiary has materially breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor, to the Knowledge of the Company, is any party obligated to the Company or any Company Subsidiary pursuant to any such Contract subject to any material breach, violation or default thereunder, nor, to the Knowledge of the Company, has any event occurred that with the lapse of time, giving of notice or both would constitute such a material breach, violation or default by the Company or such Company Subsidiary or any such other party.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 (a) As of the date hereof, the Company Disclosure Scheduledoes not have, Company 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements;, (biv) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or any officer consulting or director level employeesales agreement, not terminable by Company on thirty (30) days notice without liability, except contract or commitment under which any firm or other organization provides services to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;, (cv) 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;, (dvi) any fidelity or surety bond or completion bond, (vii) any lease of personal or real property having a value individually in excess of $15,000, (viii) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;guaranty, (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person;, (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and or involving future obligations payments in excess of $50,000 and not cancelable without penalty;25,000, (hxi) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;the Company's business, (ixii) any mortgages, indentures, 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 (viii) hereof, (xiii) any purchase order or contract for the purchase of raw materials involving $25,000 or more, (xiv) any construction contracts, (xv) any sales representative, original equipment manufacturer, value added, remarketer, reseller or independent software vendor or other agreement for use of distribution of the Company's products, technologies or services; (jxvi) any distribution, joint marketing or development agreement;, (kxvii) any distribution agreement pursuant to which the Company has granted or may grant in the future, to any party, a source-code license or option or other right to use or acquire source-code, (identifying xviii) any that contain exclusivity provisions); agreement pursuant to which the Company has developed and/or delivered or has received funds from any Governmental Entity to develop and/or deliver any Intellectual Property, or (lxix) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment by Company under any such agreement, contract or commitment of that involves $50,000 25,000 or more in the aggregate and or is not cancelable without penalty within thirty (30) days. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment required to be set forth on Part 2.12(a) of the Company Disclosure Letter or Part 2.11(g) of the Company Disclosure Letter (any such agreement, contract or commitment, a "Contract"). Each Contract is in full force and effect and is not subject to any default thereunder of which the Company has Knowledge by any party obligated to the Company pursuant thereto.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 Part 3.7 of the Company PTI Disclosure Schedule, Company is not a party to or bound bySchedule identifies: (a) each PTI Contract relating to any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements, other than PTI Contracts on PTI’s standard form offer letter entered into in the Ordinary Course of Business; (b) each PTI Contract relating to the employment of, or the performance of employment-related services by, any employment Person, including any employee, consultant or consulting agreement, contract or commitment with any officer or director level employeeindependent contractor, not terminable at will by Company on thirty (30) days notice without liabilityPTI or its Subsidiaries, except to the extent general principles of wrongful termination law may limit CompanyPTI’s, PTI’s Subsidiaries’ or such successor’s ability to terminate employees at will; (c) each PTI 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 the Contemplated Transactions (either alone or in conjunction with any other event, such as termination of the transactions contemplated by this Agreement 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; (d) each PTI Contract relating to any agreement of indemnification or guaranty not entered into in the ordinary course Ordinary Course of business, including any Business other than indemnification agreements between Company PTI and any of its officers or directors; (e) any agreement, contract or commitment each PTI Contract containing any covenant limiting the freedom of Company PTI or its Subsidiaries to engage in any line of business or compete with any personPerson; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (g) any agreement, contract or commitment each PTI Contract relating to capital expenditures and involving future obligations requiring payments after the date of this Agreement in excess of $50,000 250,000 and not cancelable without penalty; (hg) any agreement, contract or commitment each PTI Contract currently in force relating to the disposition or acquisition of material assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterpriseEntity; (ih) each PTI Contract relating to any mortgages, indentures, loans 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 $100,000 or creating any Encumbrances with respect to any assets of PTI or any PTI Subsidiary or any loans or debt obligations with officers or directors of PTI; (i) all Contracts pursuant to which PTI grants any Person a license under any PTI-Owned IP Rights, other than software licensed to customers in the Ordinary Course of Business; (j) other than “shrink wrap” and similar generally available commercial end-user licenses to software, all Contracts pursuant to which PTI or a PTI Subsidiary is licensed to use any joint marketing or development agreementThird-Party IP Rights; (k) each PTI Contract currently in force (i) appointing a third party to distribute any distribution agreement PTI product, service or technology (identifying any that contain exclusivity provisions); (ii) for a third party to provide services or products with respect to any pre-clinical or clinical development activities of PTI; (iii) under which PTI or the PTI Subsidiaries has continuing obligations to develop or market any product, technology or service, or any agreement pursuant to which PTI or the PTI Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by PTI or such PTI Subsidiary; or (iv) to license any third party to manufacture or produce any PTI product, service or technology or any Contract to sell, distribute or commercialize any PTI products or service, except agreements in the Ordinary Course of Business; (l) each PTI Contract with any financial advisor, broker, finder, investment banker or other Person, providing advisory services to PTI in connection with the Contemplated Transactions; or (lm) any other agreement, contract or commitment which is not terminable at will (excluding real and personal property leaseswith no penalty or payment) by PTI which involve an annual involves payment or receipt by Company PTI or the PTI Subsidiaries under any such agreement, contract or commitment of $50,000 250,000 or more in the aggregate aggregate, or obligations after the date of this Agreement in excess of $250,000 in the aggregate. PTI has made available to the Company accurate and complete (except for applicable redactions thereto) copies of all PTI Material Contracts, including all amendments thereto. There are no PTI Material Contracts that are not in written form. Except as set forth on Part 3.7 of the PTI Disclosure Schedule, neither PTI nor any of the PTI Subsidiaries nor, to PTI’s Knowledge, as of the date of this Agreement, has any other party to a PTI Material Contract breached, violated or defaulted under, or received written notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which PTI or the PTI Subsidiaries is a party or by which it is bound of the type described in clauses (a) through (l) above (any such agreement, contract or commitment, a “PTI Material Contract”) in such manner as would permit any party to cancel or terminate any PTI Material Contract, or would permit any other party to seek damages which would reasonably be expected to have a PTI Material Adverse Effect. The consummation of the Contemplated Transactions shall not cancelable without penalty within thirty (30either alone or upon the occurrence of additional acts or events) daysresult in any material payment or payments becoming due from PTI or any PTI Subsidiary to any Person under any PTI Contract.

Agreements, Contracts and Commitments. Except as set forth in Section 2.17 of the The Company Disclosure Schedule, Company is and its Subsidiaries are not a party to to, nor are the Company and its Subsidiaries or any of their assets or properties bound by: (a) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements;collective bargaining agreements, (b) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations, (c) any employment, severance or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at will;contract or commitment with a firm or other organization, (cd) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right rights plan or stock purchase planplan (other than the Plans and the Change of Control Letters disclosed in Section 2.5(ii) of the Company Disclosure Schedules), 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; (d) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors;, (e) any fidelity or surety bond or completion bond, (f) any lease of personal property having a value individually in excess of $50,000, (g) any agreement, contract or commitment of indemnification, guaranty, support, assumption or endorsement of, or any similar commitment or understanding with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person or entity, (h) any agreement, contract or commitment containing any covenant limiting the freedom of the Company or a Subsidiary to engage in any line of business or to compete with any person; (f) , or any licenseconfidentiality, secrecy or non-disclosure agreement, contract or commitment relating to any Material Company IP Right;imposing confidentiality, secrecy or non-disclosure obligations on the Company, (gi) any agreement, contract or commitment relating to capital expenditures and involving future obligations payments in excess of $50,000 and not cancelable without penalty;per year, (hj) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise;business, (ik) any mortgages, indentures, loans or credit agreements, security agreements agreements, guaranties or other agreements or instruments relating to the borrowing of money or extension of credit;credit or any leasing transaction of the type required to be capitalized in accordance with GAAP, (jl) any purchase order or contract for the purchase of raw materials to pay $50,000 or more, other than purchase orders for TSOPs, flex-frames, solder, solvents, printed wiring boards, and other items purchased in the ordinary course of business consistent with past practice, (m) any real property development or construction agreements, contracts or commitments, (n) any distribution, joint marketing or development agreement;, contract or commitment, (ko) any distribution agreement (identifying agreement, contract or commitment to indemnify, hold harmless or defend any that contain exclusivity provisions); orother person with respect to any assertion of personal injury, damage to property or Intellectual Property infringement, misappropriation or violation or warranting the lack thereof, (lp) any other agreement, contract or commitment (excluding real and personal property leases) which involve not referred to above that involves payment of, or an annual payment by Company under any such agreementobligation to pay, contract or commitment of $50,000 per year or more in the aggregate and is not cancelable without penalty within thirty (30) days, or (q) any material agreement, contract or commitment with any person with whom the Company or its Subsidiaries does not deal at arm’s length within the meaning of the Code other than agreements, contracts or commitments provided for in Sections 2.12(b) through 2.12(d) above.

Agreements, Contracts and Commitments. For purposes of this Section 2.16 “in the aggregate” shall refer to a series of related transactions with a single party or group of related parties. Except as set forth in Section 2.17 2.16 of the Disclosure Schedule (specifying the appropriate paragraph): (a) Neither Company Disclosure Schedule, Company nor any of its Subsidiaries is not a party to to, or is it bound by: (ai) any bonus(1) employment, deferred compensationcontractor or consulting agreement, severance(2) contract or commitment with an Employee or individual consultant, incentive compensation, pension, profit-sharing or retirement planscontractor, or any other employee benefit plans or arrangements; salesperson, (b3) any employment or consulting agreement, contract or commitment to grant any severance or termination pay (in cash or otherwise) to any Employee, or (4) any contractor, consulting or sales agreement, contract, or commitment with any officer a firm or director level employee, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willother organization; (cii) any agreement or plan, including, without limitation, including 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; (diii) any fidelity or surety bond or completion bond; (iv) any collective bargaining, union or works council agreements; (v) any lease of personal property having a value in excess of $25,000 individually or $50,000 in the aggregate; (vi) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directorsguaranty; (evii) any agreement, contract or commitment containing any covenant limiting the freedom of Company to engage in any line of business or compete with any person; (f) any licenseContract, agreement, contract lease or commitment relating to any Material Company IP Rightcapital expenditures and involving future payments in excess of $25,000 individually or $50,000 in the aggregate; (gviii) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty; (h) any agreement, contract or commitment currently in force relating to the disposition or acquisition of assets not (whether tangible or intangible) or any interest in any business enterprise outside the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (iix) Company IP Agreements; (x) 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; (jxi) any purchase order or contract for the purchase of materials involving in excess of $50,000 individually or $100,000 in the aggregate; (xii) any construction contracts; (xiii) any dealer, distribution, strategic alliance, joint marketing marketing, affiliate or development agreement; (kxiv) any agreement, contract or commitment to alter the Company’s interest in any corporation, association, joint venture, partnership or business entity in which the Company directly or indirectly holds any interest; (xv) any agreement, contract or commitment pursuant to which the Company or any of its Subsidiaries has undertaken to, or pursuant to which the receipt of revenue is contingent upon, the delivery or provision of products, technology or service offerings not in commercial existence as of the date hereof, and specifically not contingent upon the release of any new product or new version of an existing Company Product; (xvi) any sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other agreement for use, provision or distribution agreement (identifying of the Company Products or other technology of the Company or any that contain exclusivity provisions)of its Subsidiaries; or (lxvii) any other agreement, contract contract, lease or commitment (excluding real and personal property leases) which involve an annual payment by Company under commitment, including, without limitation, or any such agreementservice, contract operating or commitment management agreement or arrangement with respect to any of the Leased Real Property, that involves $50,000 individually or more $100,000 in the aggregate or more and is not cancelable without penalty within thirty (30) 30 days. (b) Each Contract to which the Company or any of its Subsidiaries is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company or any of its Subsidiaries enforceable against each of the parties thereto in accordance with its terms, and is in full force and effect with respect to the Company or any of its Subsidiaries and, to the Knowledge of the Company, any other party thereto. The Company is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any such Contract, nor to the Knowledge of the Company is any party obligated to the Company or any of its Subsidiaries pursuant to any such Contract subject to any breach, violation or default thereunder, nor does the Company have Knowledge of any event that with the lapse of time, giving of notice or both would constitute such a breach, violation or default by the Company or any of its Subsidiaries or any such other party. True and complete copies of each Contract disclosed in the Disclosure Schedule or required to be disclosed pursuant to this Section 2.16 (each a “Material Contract” and collectively, the “Material Contracts”) have been delivered or made available to Parent. (c) The Company and each of its Subsidiaries has fulfilled all material obligations required pursuant to each Contract to have been performed by the Company or any of its Subsidiaries prior to the date hereof, and, without giving effect to the Merger, the Company will fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof. (d) All outstanding indebtedness of the Company or any of its Subsidiaries may be prepaid without penalty.

Agreements, Contracts and Commitments. Except as set forth disclosed in ------------------------------------- Section 2.17 of 2.12 to the Company Disclosure ScheduleLetter, neither the Company nor the Subsidiary has and neither is not a party to or bound byto: (a) any collective bargaining agreements; (b) any employment, severance or other agreement pursuant to which the Company or the Subsidiary has or may under any circumstances have an obligation to make severance payments in an aggregate amount of in excess of $25,000; (c) any bonus, deferred compensation, severance, incentive compensation, pension, profit-sharing or retirement plans, or any other employee benefit plans or arrangements; (bd) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization, not terminable by the Company or the Subsidiary, as the case may be, on thirty (30) days 30 days' or less notice without liability, except to the extent general principles of wrongful termination law may limit the Company’s 's or the Subsidiary's ability to terminate employees at will; (ce) 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 acceleratedaccelerated (including the lapsing of repurchase rights under restricted stock purchase agreements), 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; (df) any fidelity or surety bond or completion bond; (g) any lease of personal property having a value individually in excess of $50,000; (h) any agreement of indemnification or guaranty not entered into in the ordinary course of business, including any indemnification agreements between Company and any of its officers or directors; (ei) except to the extent that non-disclosure agreements entered into in the ordinary course of business prohibit the use of information deemed to be confidential, any agreement, contract or commitment containing any covenant limiting the freedom of the Company or the Subsidiary to engage in any line of business or compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gj) any agreement, contract or commitment relating to capital expenditures and involving future obligations in excess of $50,000 and not cancelable without penalty50,000; (hk) any agreement, contract or commitment currently in force relating to providing for the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (il) any mortgages, indentures, 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 (h) hereof; (jm) any purchase order or contract for the purchase of raw materials or acquisition of assets involving $50,000 or more; (n) any construction contracts; (o) any distribution, joint marketing or development agreement, other than non-exclusive end user, distributor and reseller software license agreements entered into in the ordinary course of business and substantially in the Company's (or the Subsidiary's) standard form previously provided to the Parent; (k) any distribution agreement (identifying any that contain exclusivity provisions); or (lp) any other agreement, contract or commitment (excluding real and personal property leases) pursuant to which involve an annual payment by the aggregate payments to become due from or to the Company under any such agreement, contract equal or commitment of exceeds $50,000 or more in the aggregate and is not cancelable without penalty within thirty upon 30 days' or less notice or (30q) daysany agreement which is otherwise material to the Company's business. Neither the Company nor the Subsidiary has breached, or received any claim or threat that it has breached, any of the terms or conditions of any material agreement, contract or commitment listed or identified in Section 2.12 to the Company Disclosure Letter in such manner as would permit any other party to cancel or terminate the same. Each agreement, contract or commitment listed or identified in the Company Disclosure Letter (under any section or subsection thereof) is in full force and effect and, to the best of the Company's or the Subsidiary's knowledge, as the case may be, is a legal, binding and enforceable obligation for or against the Company or the Subsidiary and, except as otherwise disclosed or defaults fully remedied or resolved, is not subject to any material default thereunder of which the Company or the Subsidiary has knowledge by any party obligated to the Company or the Subsidiary pursuant thereto.

Agreements, Contracts and Commitments. (a) Section 2.12(a) of the Company 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 2.17 2.12(a) of the Company Disclosure 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) Except as set forth in Section 2.12(a)(iii) of the Company Schedule, any bonus, deferred compensation, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty (30) days notice without liability, except to the extent general principles of wrongful termination may limit Company’s ability to terminate employees at willcontract or commitment with a firm or other organization; (cv) 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of real or personal property involving future payments in excess of $10,000, other than as set forth in Section 2.10(a) of the Company Schedule; (viii) any agreement of indemnification indemnification, warranty, guaranty or guaranty not entered into in suretyship or otherwise obligating the ordinary course Company or any subsidiary to assume or incur any obligation or liability of business, including any indemnification agreements between Company and any of its officers or directorsa third-party; (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to capital expenditures and or involving future obligations payments in excess of $50,000 and not cancelable without penalty10,000 in any single year or in any specific circumstance, except as set forth in Section 2.12(a)(x) of the Company Schedule; (hxi) any agreement, arrangement, right, contract or commitment currently in force relating to the disposition or acquisition of assets not assets, properties or any interest in any business enterprise, in each case outside of the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (ixii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, 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 2.30 of the Company Schedule and as set forth in Section 2.12(a)(xii) 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 the Effective Time; (jxiii) any purchase order or contract for the purchase of raw materials or the provision of services involving $10,000 or more, other than purchases in the ordinary course of business; (xiv) any construction contracts; (xv) any distribution, joint marketing marketing, licensing or development agreement; (kxvi) any distribution agreement (identifying any that contain exclusivity provisions); orinsurance policies, other than as described in Section 2.24 of the Company Schedule; (lxvii) any other agreement, contract or commitment (excluding real and personal property leases) which involve an annual payment that involves or could result in aggregate payments to or by the Company under any such agreement, contract or commitment of $50,000 10,000 or more in the aggregate and or which is not cancelable by the Company without penalty within thirty (30) days. (b) None of the Company or any of its subsidiaries has breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which it is a party or by which it or its assets or properties are or may be bound (any such agreement, contract or commitment, a “Contract”). Each Contract is in full force and effect and is not subject to any breach, default or violation thereunder of which the Company has knowledge by any party obligated to the Company pursuant thereto. The Company has obtained, or 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 transactions contemplated hereby and by the Ancillary Agreements in order to avoid any conflict with, any violation of, or default under (with or without notice or lapse of time, or both), or to avoid giving rise to any right of termination, cancellation or acceleration of any obligation or loss of any benefit under, any Contract (the “Requisite Consents”) and such Requisite Consents are listed in Section 2.12(b) of the Company Schedule.

Agreements, Contracts and Commitments. (a) Section 2.12(a) of the Company Schedule sets forth all contracts (x) that are material to the business or operations of the Company, (y) which by their terms seek to limit or define those activities in which the Company is (or the Surviving Entity would be) permitted or required to engage or (z) which involve amounts in excess of $10,000 or which are otherwise material to the business or operations of the Company and 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 2.17 2.12(a) of the Company Disclosure 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, severance, incentive compensation, pension, profit-profit sharing or retirement plans, or any other employee benefit plans or arrangements; (biv) any employment or consulting agreement, contract or commitment with any officer an employee or director level employeeindividual consultant or salesperson or consulting or sales agreement, not terminable by Company on thirty contract or commitment with a firm or other organization (30) days notice without liability, except to other than offer letters for at-will employment in the extent general principles of wrongful termination may limit Company’s ability standard form that do not contain any unfulfilled obligations relating to terminate employees at willseverance, bonus or option grants); (cv) 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; (dvi) any fidelity or surety bond or completion bond; (vii) any lease of real or personal property involving future payments in excess of $25,000; (viii) any agreement of indemnification indemnification, reimbursement, guaranty, suretyship or guaranty not entered into other obligation to assume or incur any obligation of a third party involving amounts in excess of $10,000 individually or $50,000 in the ordinary course of business, including any aggregate (other than indemnification agreements between Company and any of its officers or directorsobligations pursuant to the Company’s online click-through standard form agreement); (eix) any agreement, contract or commitment containing any covenant limiting the freedom of the Company to engage in any line of business or to compete with any person; (f) any license, agreement, contract or commitment relating to any Material Company IP Right; (gx) any agreement, contract or commitment relating to future capital expenditures and or involving future obligations payments in excess of $50,000 and not cancelable without penalty25,000; (hxi) any agreement, arrangement, right, contract or commitment currently in force relating to the disposition or acquisition of assets not assets, properties or any interest in any business enterprise, in each case outside of the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprisethe Company’s business; (ixii) any mortgagesmortgage, indenturesindenture, loans loan or credit agreementsagreement, 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; (jxiii) any joint marketing purchase order or development agreementcontract for the purchase of raw materials or the provision of services involving $25,000 or more, other than purchases in the ordinary course of business; (kxiv) any distribution agreement (identifying any that contain exclusivity provisions); orconstruction contracts involving amounts in excess of $10,000 individually or $50,000 in the aggregate; (lxv) any distribution, joint marketing, licensing or development agreement involving amounts in excess of $10,000 individually or $50,000 in the aggregate; (xvi) any insurance policies; (xvii) any other agreement, contract or commitment that involves or could result in aggregate payments to or by the Company of $50,000 or more or is not cancelable by the Company without penalty within ninety-one (excluding real and personal property leases91) days. (b) The Company has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract or commitment to which involve an annual payment it is a party or by Company under which it or its assets or properties are or may be bound (any such agreement, contract or commitment commitment, a “Contract”), except for such breaches, violations or defaults as would not result in liability to the Company in excess of $25,000 individually or $50,000 or more in the aggregate aggregate. Each Contract is in full force and effect and is not cancelable without penalty within thirty subject to any breach, default or violation thereunder of which the Company has Knowledge by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Effective Time, all necessary consents, waivers and approvals of parties to any Contract (30including the Material Contracts) daysas are required or prudent to obtain in connection with the Merger and the other transactions contemplated hereby and by the Ancillary Agreements (the “Requisite Consents”).